Bleach: Omniverse Volume I
by Bigby the Big Bad Wolf
Summary: An alternate version of Bleach: Ultimate Alien. What if Ben's universe was separate from Ichigo's universe? And what if Eon happened to arrive in Ichigo's universe and teamed up with Aizen? The answer? Ben and Ichigo must join forces to defeat their enemies. Non-harem. Eventual BenxHarribel. Enjoy!
1. Prologue: Karakura Town

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Appreciation goes to Pyromania101 and Kamen Rider Chrome for their help in making this chapter.**

**Prologue: Karakura Town**

It was a surprisingly peaceful day in the life of Ben Tennyson, and considering how his days usually went, that was saying something. Normally, he would be fighting alien criminals or going off into space on a mission for the Plumbers. But today, Ben had his rare moment of peace and quiet. He wasn't even being mobbed by fans. While he did occasionally like the attention, sometimes he wished he had his secret identity back so he could have a sense of normalcy.

Ben was relaxing at Mr. Smoothy's, his favorite hangout, and enjoying a delicious smoothy while waiting for his partner to arrive. It had been some time since he and Rook had become partners. It had been rocky at firstdue to Rook being a rookie Plumber and being by the book when they first met but Ben could proudly say that Rook wasn't just his partner, but also his friend as well. Kevin even approved of Rook as well, even admitting that he was cool. Well, second coolest next to Kevin himself.

"I probably should go on patrol and see what happens," Ben absentmindedly thought aloud.

"I'm afraid that patrolling will have to wait another time, Ben."

Ben turned his head to see his time-traveling ally, Professor Paradox, approaching him. Ben had been taken aback at first by the whole steam punk look the professor had taken to, but it actually kind of suited him. It made him look cooler compared to the plain old lab coat he used to wear. It definitely made him look heroic.

"Professor Paradox?" Ben asked. While he didn't mind a social meeting, Paradox rarely, if ever, did so. Whenever Paradox showed up, it usually involved some kind of space-time crisis that Ben needed to help him deal with. He sighed as he got to his feet, threw away his empty smoothie cup, and went to the professor. "So, what sort of universal disaster is about to happen now?"

"You know me so well, don't you, Ben?" Paradox asked in amusement. "However, you're right. There is a universal disaster waiting to occur. But not here."

Ben tilted his head. "Huh?"

"Ben, do you remember that time when you went into another dimension and encountered young Rex Salazar?"

Ben thought back to the time when he had gone to that other universe. E.V.O.s , Providence, Rex. It had been a pretty strange universe, and he and Rex had not met under the best of circumstances, but they had become strong allies and good friends. "Yeah, I remember. Why? Is there something going on in Rex's universe?"

"Not Rex's universe, but another one," Paradox replied. His face became grim. "Eon is up to his old tricks."

Ben groaned. "Eon again?"

Eon was one of Ben's most tricky foes. The first time they had met, he'd tried to absorb all the other Ben Tennyson's of the Multi-verse so he could be the one and only Ben Tennyson. Fortunately, he and Ultimate Ben, a future him from another timeline, had put a stop to his plans.

Paradox, however, did not mention the time Ben had switched minds with his ten-year old self, stopping Eon from acquiring the Chrono-Navigator. As far as history was concerned, it never happened.

"During the events of the time war, Eon was able to escape this universe through sheer chance. And the universe he came to has allowed him to form an alliance with a particularly dangerous group of individuals, and with no Ben Tennyson or even an Omnitrix in that universe…"

"And let me guess," Ben pieced together. "You need me to go to that universe and stop Eon."

"Your insight serves you well," Paradox said humorously.

Ben sighed. So much for it being a peaceful day. "Alright, I'll contact Rook and let him know."

"I'm afraid Rook won't be much help in this other universe," Paradox said regretfully. "The enemies you will face in this universe will be powerful. Even your aliens will have a difficult time against them."

Ben gulped. "Whoa. They're really that strong?"

"Unbelievably so," Paradox said. "But I'm afraid we must hurry."

"We're leaving now?" Ben asked. He kind of thought (or hoped) that they would take some time to pack and stuff.

"Time is of the essence. I will be sure to explain the situation to your grandfather. He will handle things from here in your absence."

"You sure nothing bad's going to happen to my universe while I'm gone?" Ben asked.

Paradox smiled. "Don't worry, Ben. Everything will be fine over here."

Ben took a moment to take this all in. He was going to another universe again for who knew how long. Against people supposedly tough enough to give his aliens a challenge. But this was Eon they were dealing with and he needed to be stopped. He sighed. "Alright. I'm ready."

"Excellent," Paradox beamed. "Now, our destination in this universe is a quaint little place called Karakura Town. Once there you will meet up with two of my colleagues, Kisuke Urahara and Yoruichi Shihōin. They will be able to answer all the questions you will have once you get there."

_Am I going to some alternate Japan?_ Ben asked himself. His knowledge on foreign languages was a bit limited but he did have a decent understanding of Japanese words courtesy of Julie back when they were dating. While he was bummed that they had broken up, he was at least glad she was happy.

"Now, shall we?" Paradox offered.

"Are you sure I won't need to pack?" Ben pointed out. He had a sneaky suspicion that Paradox had already thought of that but it didn't hurt to check.

"Not to worry. I have already made arrangements with Kisuke ahead of time. It never hurts to be prepared, does it?"

Ben grinned. Typical Paradox. Always a few steps ahead of everyone else. "Alright. I guess I'm as ready as I can be."

"Splendid. Now we're off!"

Ben found himself engulfed in that familiar flash of light. He wondered if Paradox ever really needed it or if he just liked showing off now and then.

When the light finally subsided, Ben found himself in some kind of forest. He looked around, wondering where Paradox had taken them. "Where are we? I thought you said we'd be in Karakura Town."

"We are in the forest area of Karakura Town," Paradox said. "A nice place but far from quiet." Paradox's eyes narrowed. "Be on guard, Ben. The enemy is already here."

"What? Where?"

Paradox pointed ahead. "I have business elsewhere so I'll leave this matter to you. Yoruichi and Urahara will help you in everything you need. Good luck, Ben." And then he was gone.

Ben didn't waste any time and immediately ran forward to see what was going on. The sight he stumbled upon caught him off guard.

In a clearing stood a large man, probably as huge as Humungousaur, and probably just as buff! He was bald, with weird ridges on the top of his head and bushy sideburns. He also had red markings of some kind. Ben could spot a sword tucked in the guy's pants. But these weren't the only things that caught Ben's attention. One was the strange bone-like thing along his jaw. And…was that… a hole in the guy's chest?! Plus, the guy's right arm had been cut off and lying on the ground. Blood dripped from the stump of his arm.

Standing behind him was a smaller, thinner looking guy. And he was pale. The saying "White as a sheet" suited this guy to a T. He had jet-black hair and wore some horned helmet that only covered half of his head. A sword hung at the guy's side.

There were some other people as well. Before the large guy was a boy, maybe around Ben's age, draped in some blackish robes that really contrasted with the guy's bright orange hair. He was holding a long black katana of some kind. There was also a girl nearby with equally orange hair. Ben paused for a moment when his eyes spotted her…assets. Quickly shaking his head, Ben also noticed another guy lying on the ground nearby. Ben couldn't make out much of the guy from this angle but he looked hurt. But Ben was on the alert the moment the large guy kicked the orange haired boy right in the gut.

"Kurosaki-kun!" The girl cried, running over to help him.

"Stay away, Inoue!" Kurosaki shouted in panic. However, it was too late. The large guy ruthlessly backhanded the poor girl, sending her hurtling to the ground. Ben felt his anger rise. He hated it when big guys used their strength to bully the weak.

"Inoue!" Kurosaki cried but then the large guy slammed his fist down on him.

"Shut up!" The man shouted, grinning wickedly. He then started to relentlessly beat Kurosaki. "Hah! I don't know why but he stopped moving! Then die! Die, you little shit!"

Ben clenched his teeth. He didn't know what was going on, but he was going to just stand around and let this happen. It was hero time!

The man raised his arm for the final blow. "It's over, little shit! I'm going to crush you into a bloody pulp!"

"I don't think so!"

Everyone turned their heads as Ben started approaching them. He gave the large man his fiercest glare, but the guy simply looked at him in confusion. "Hey, Ulquiorra," He addressed the pale guy behind him, "Who is this guy?"

The one called Ulquiorra looked over at Ben, who focused his glare on him now. But Ulquiorra wasn't fazed by the glare any more than his friend was. In fact, Ulquiorra looked almost bored. "Just more trash."

The big guy smirked. "So that means I can kill him too."

Ulquiorra looked to the side. "You're wasting your time killing off these trash when you weren't even ordered to."

It was Ben's turn to smirk as he activated the Omnitrix. "I think Humungousaur has something to say to that."

The large guy blinked. "Humungou-who?"

Ben rotated the holographic interface of the Omnitrix. He stopped at what he thought was Humungousaur and the core popped out. Ben slammed the core down. Soon his body was engulfed with the familiar green light. But when the light was gone, Ben found that he hadn't turned into Humungousaur. Instead he had become...

"Diamondhead? Just when I thought this thing was _finally_ starting to work right."

Ulquiorra, his large pal, and the one called Kurosaki all stared in disbelief. This kid who just showed up suddenly turned into some kind of green crystal looking being.

"What the hell?" Kurosaki asked in amazement.

"Ah, well," Diamondhead said, having become used to not always turning into the aliens he wanted. "This should be enough to kick your butt!"

The large guy laughed. "You got guts, kid. I want to see them!" He charged forward to punch Diamondhead.

"Yammy, wait," Ulquiorra called. So the large guy's name was Yammy.

Diamondhead slammed his hands into the ground. Before Yammy could do anything, crystal spikes started rising up! One of them even struck Yammy right in the face. The big oaf staggered from the attack and while he was disoriented, Diamondhead leaped into the air and struck Yammy with a right hook to the jaw. The punch knocked Yammy off balance and caused him to tumble to the ground.

"What the hell?!" Yammy bellowed, angry that he had been knocked to the ground like that.

Ulquiorra on the other hand was studying this new person with interest. Such an unusual power he had. Why had they not been informed of this one?

Yammy got up. "Damn you!" He raised his fist to attack again.

"Hey, watch your mouth! There's a lady here!" Diamondhead raised his hands and began firing shards at his larger foe.

"Gah!" Yammy cried out as the shards pelted his body, forcing him to raise his hand to block them. Diamondhead took advantage of that to run forward and give him a double barrel right in the gut. Yammy doubled over in pain. And for the finisher, Diamondhead grabbed Yammy by the seam of his pants and proceeded to flip him over, slamming him harder into the ground.

"And stay down!" Diamondhead said. He looked over at Ulquiorra. "So, are you up next?" While the skinny, pale-faced guy didn't look like much, Ben's experience with aliens had taught him that looks could be deceiving and even the weakest looking creature could have amazing power. Take Ball Weevil for example, and Nanomech too, not to mention Echo Echo and a few of his aliens which small statures like Grey Matter, who made up for his lack of brawn with brains.

Ulquiorra looked back at him. "That's quite the ability you have. But don't become overconfident. If you were to face against me, you would surely lose."

Diamondhead smirked. "Oh? Look what I did to your friend over there."

"He is not my friend," Ulquiorra contradicted. "Besides…you didn't finish him off."

"Huh?" Diamondhead's question was answered as Yammy started picking himself up again. "Aw, man."

"I'm going to kill you!" Yammy bellowed angrily. He opened his mouth and Diamondhead could make out some kind of reddish ball beginning to form. Diamondhead's eyes widened as the ball transformed into a colossal beam that shot down on him. The explosion engulfed him and the flash could have been seen for miles. When the attack ended, Yammy smiled at the smokey aftermath. "Heh. Serves you right. Now you're toast! It's impossible to dodge my Cero at this…range…what?!"

When the smoke cleared, Yammy was greeted to the sight of a colossal wall of crystal before him. The crystal wall suddenly sank into the ground, revealing a completely unscathed Diamondhead.

"Close," Diamondhead smirked, "But no cigar."

Yammy couldn't believe what he was seeing. This guy's move…was strong enough to withstand his Cero?! "Who…who are you?!"

Before Diamondhead could come up with a witty comeback…

"My, my," a voice suddenly said. "That was impressive, Tennyson-san. Looks like Paradox's praise about you was well founded!"

Diamondhead turned around to see two people suddenly standing behind him. One was a man with messy, light blonde hair whose most notable feature to Ben was the strange white and green bucket-like hat on his head. He also wore clogs instead of shoes. Standing next to him was a beautiful dark-skinned woman with golden eyes and purplish hair.

"For a moment I thought we would have to jump in but it looks like you had the situation well under control," the man with the hat and clogs said. "Well done, Tennyson-kun. Well done."

Yammy growled. "You people just keep coming and coming!"

"Yammy. That's enough."

Yammy turned to face Ulquiorra, shocked. "What?!"

"That's Urahara Kisuke and Shihōin Yoruichi," Ulquiorra explained. "At your level, it is impossible for you to win, no matter how much you try. And that boy," he looked over at Diamondhead, "He is a factor that we were not aware of."

Diamondhead looked back at the two. So these were who Paradox had told him about. Of course, the fact that they had mentioned Paradox by name was a big enough clue. His attention went back to Ulquiorra, who reached out to the air and suddenly some sort of weird portal began to open up behind him. It was a lot different than any portal Ben had ever seen before. To him it looked like the air had suddenly gained a mouth and was opening it up.

"Time to retreat," Ulquiorra said.

"Running away?" Yoruichi demanded.

"What a foolish taunt," Ulquiorra said almost mockingly. "If the three of you fight me while trying to protect that trash at the same time, it is fairly obvious who would have the upper hand."

"Yeah, us!" Diamondhead taunted back. In a flash of green light, Diamondhead turned back into Ben. But his smirk never left his face.

Ulquiorra looked at Ben for a moment while Yammy picked up his arm and went into the portal. Ulquiorra focused his gaze on Kurosaki. "My mission is finished. I will report to Aizen-sama that the "fake" Shinigami he is so interested in is just a piece of trash unworthy of his attention." He looked over at Ben again. Then the portal closed.

Ben let out a breath. "Okay, that was different." He looked over at Urahara and Yoruichi. "Anyone mind filling the hero in on what's going on?"

"Ah, of course Tennyson-san," Urahara said in an overly jovial way. "Let's just gather these people up and we'll be on our way." He and Yoruichi went over to tend to Kurosaki, Inoue, and the other guy. Ben winced at how injured the girl was. Half of her body had been really messed up by Yammy's backhand.

"You okay, Inoue?" Yoruchi asked softly.

"Ku...Kurosaki...?" she groaned.

"He's alright," Yoruichi said as she pulled out a strange pill. "Can you swallow?"

Inoue nodded and Yoruichi gently popped the pill in her mouth. Urahara went over to Kurosaki and the other boy.

"I think it's best if you got acquainted with everyone, Tennyson-kun," Urahara said. "The girl over there is Inoue Orihime. The big guy right here is Sado Yasutora. And this," he pointed to the orange-haired guy, "Is Kurosaki Ichigo."

Ben made sure to memorized each of their names. "So...you guys really know Paradox?"

"He came to our universe a while back," Yoruichi said as she gently picked up Orihime. "We all became good friends after. In fact, he and Kisuke became friends almost the instant they met."

"Ah, it was wonderful to meet such a brilliant man. And the fact that he can travel through time and space made him even more interesting." Urahara suddenly became depressed and pouted. "I often wanted to go other universes. But Paradox wouldn't let me."

"He knew fully well what you would do if you got to go to another universe," Yoruichi said dryly.

"Yes, yes," Urahara said, suddenly waving a fan that somehow appeared in his hand. He looked over at Ben. "So...that's the Omnitrix Paradox told us about."

Ben raised his arm to give Urahara a closer look. "Yep."

"And it can really turn you into a bunch of aliens like that "Diamondhead" you used?" When Ben nodded, he asked, "How many of those aliens that you can turn into?"

"I can't use all of them but I think I can turn into around sixty of them," Ben admitted.

Urahara gave a smile. "Is that so? Well then, things are going to be really interesting with you around, Tennyson-kun."

Indeed they would be as Ben was going to have one of the most intense and craziest adventures in his life. This wasn't simply Ben fighting human super-villains with freaky powers or alien technology. He wasn't even fighting alien villains or warlords. Now, he was in a whole new world with its own rules, and Ben would have a pivotal role in the events to come.

**End of chapter**

**Now while I hope you guys enjoyed the chapter, I know what you're probably thinking. "Oh, no! He's started ANOTHER story!" I know, I know. But calm down everyone. I know that you're most likely impatient for the next chapter of my Transformers story and Bleach: Ultimate Alien. Relax all of you. I have not given up on those stories, nor will I be starting any more new ones. Aside from the first three chapters to this story, all future chapters will wait until I have made more decent headway in Bleach: Ultimate Alien. Let me know what you guys think, feel free to compare between my two Ben 10/Bleach crossovers. And if you have any flames, keep them to yourself cause I'm not interested. Aside from that, enjoy.**


	2. Aliens, Arrancar, and Shinigami

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Well, everyone. Here is the next chapter to Bleach: Omniverse. I know I have already stressed this enough but let's run it down one more time.**

**1. This obviously takes place between the Arrancar Arc for Bleach and some indefinite time in Ben 10: Omniverse. Ben has the new Omnitrix but looks like he does in Alien Force and Ultimate Alien.**

**2. Ben does not have access to his Ultimate Forms. As such, the fights here will not be the curbstomp battles as they were in Bleach: Ultimate Alien. Ben will have a much tougher time in this story.**

**3.. Ben's only love interest will be Harribel. But it will not be an instant thing. It will take a while to develop from both this Volume and the next one. Yes, I do intend to make a second Volume. Volume I deals with the Winter War while Volume II deals with Ben returning to help Ichigo battle the Vandenreich.**

**4. Ben will not be as immature as he is in Omniverse. (I like some parts of Omniverse; certain plots, some of the new aliens and such, but Ben's maturity fluctuates between episodes and that is annoying.) Trust me, Ben will be more mature in my story. Though he won't be as big a prude as he was in Bleach: Ultimate Alien.**

**5. Ben's new Omnitrix is not connected with Primus and the Codon Stream. The writer of Omniverse, Derrick J. Wyatt, did not like that idea. In the Omniverse episode "So Long and Thanks for All the Smoothies", the universe is being destroyed but Ben uses Alien X to recreate it. However, Primus, the Codon Stream, and Eunice were erased from existence. The new Omnitrix has the DNA stores within itself via a computer database. None of this was made by me. It can all be confirmed on the Ben 10 wiki.**

******Appreciation goes to Pyromania101 and Kamen Rider Chrome for their help in making this chapter.**

**Chapter One: Aliens, Arrancar, and Shinigami**

When Ben arrived to their destination, his response to what he was seeing was a simple yet eloquent, "Whoa."

'Whoa' was the best thing Ben could think of at the moment. Urahara and Yoruichi had guided him and the others to this shop Urahara owned by the name of the _Urahara Shoten_. There, Ben was introduced to Urahara's assistants: A large man named Tessai; a bratty little kid named Jinta; and a cute, rather timid little girl named Ururu. As the injured trio were recuperating, Ben was clued in on the situation. Urahara and Yoruichi told him all about spirits; Pluses, Shinigami, Hollows, Soul Society, the Gotei 13 and the traitor Sosuke Aizen. Needless to say, it had been a lot for Ben to take in despite his own experiences. He grabbed his head as he was sure it was spinning. Aliens and psychotic super-villains was one thing, but now he was going to have to get used to the realm of spirits.

He wished Gwen was here. She was so much better with his supernatural stuff.

"I must say, you're handling this quite well, all things considered," Urahara said. "Though, perhaps living in a universe full of aliens might be the reason why."

"Heh," Ben gave a mellow chuckle. "I've been to another universe before. But that dealt with nanites and mutated people. I never had to deal with…spirits before." Unless one counted Ghostfreak but he wasn't a real ghost. Just a ghost-like alien. Taking a deep breath, he said, "So, Eon teamed up with this Aizen guy?"

Urahara nodded. "Paradox said that Eon could give Aizen a bit of an edge."

"And that's why I was sent here," Ben finished. "Probably since I'm the only one other than Paradox who has any experience fighting him."

"That's the reason," Yoruichi said. "Paradox said he couldn't risk Eon and him clashing and causing trouble to our universe's time stream. Something about rupturing the space-time continuum at the seems. So you were sent in his place." She asked, "So, are you still up for it?"

Ben was silent for a moment before giving his reply. "Yeah. I already said I'd help and there's no way I'm turning back now." It wasn't in his nature to turn his back on people who needed his help.

Urahara smiled approvingly. "Good man."

"So who were those guys?" Ben asked. "I mean, I know they're called Ulquiorra and Yammy but that's about it. I'm not even sure what their deal is."

"They're Arrancar," Yoruichi replied.

"Arrancar? What's that?" Ben questioned, curious.

"In a nutshell, they are Hollows who have torn their masks off and have gained human-like appearances as well as Shinigami-like abilities," Urahara explained. "Aizen apparently sent them to test Kurosaki out."

"Looks like he didn't live up to Aizen's expectations," Ben said. '_That explains those bone fragments and holes on their bodies.'_ "But...why did he have such a hard time against that Yammy guy? When I was Diamondhead, I beat him like he was nothing."

"You weren't there at the start of the battle," Urahara replied. "Kurosaki was the one who cut off Yammy's hand."

That made Ben gulp. "Oh." That was another eloquent response.

"Kurosaki suddenly froze up for some reason and it allowed Yammy to catch him off guard. Don't underestimate him, Tennyson-san."

"I gotta say though, I am impressed," Yoruichi grinned. "You were quite good with that Diamondhead form of yours."

Ben rubbed the back of his head. "Well, Diamondhead is one of my veteran aliens so I'm pretty experienced with him." He had used Diamondhead since the age of ten so he knew how to best use the alien and his abilities. He had a lot of practice.

Tessai looked at the Omnitrix closely. "So this device really contains alien DNA within it?" It was amazing that something that appeared so small and simple was actually a complex alien device. It just looked like some fancy watch at first glance.

Ben flinched at how close Tessai was. "Yeah. I can only turn into about sixty but Azmuth once told me there's over a million samples."

"Over a million?!" Tessai exclaimed as he recoiled in shock. He looked over at Urahara and Yoruichi, who didn't look surprised.

"Paradox already told us how many he had," Yoruichi replied with a shrug. "We just didn't know how many he could currently use," She smiled at Ben. "You're gonna be a big help to us against Aizen. I can tell." Then she turned serious. "But be careful. I'm sure there are more powerful Arrancar than Yammy and we don't even know how strong that Ulquiorra guy really is."

"Yeah, Paradox said I'd have a hard time against these guys." Ben admitted. "Not to mention I've got Eon to worry about." Deciding not to worry about his own problems, he continued, "How are the others doing?"

"They'll recover," Urahara said and Ben let out a sigh of relief. "Though Yoruichi and I were ready to jump in, it was nice of you to step up, Tennyson-san."

Ben grinned again. "Hey, I'm a hero. Saving people is what I do." The two Shinigami were amused at Ben's words. "So," Ben said. "What happens now?"

"We need to prepare," Urahara replied. "Soul Society is no doubt aware of the Arrancar's presence in Karakura and will probably send some more Shinigami as back up."

"What about me?"

"We need to get you prepared too," Yoruichi said. "You did good against Yammy and I don't mean to insult you or anything, but it's possible he was one of the weaker Arrancar. If you hope to stand a chance against stronger ones, you'll need to be ready. You'll need training."

Ben let her words sink in. Training? He hadn't really done much training. Sure there was that time at the Plumber Academy and a few obstacle stuff with Grandpa when he was ten, and that sparring session with Rook, but as much as part of him told him he could handle the situation with just the Omnitrix, a little more training might be beneficial and help him deal with the Arrancar when he confronted them again.

"If it can help me fight these Arrancar, I'll do it," Ben said with determination.

They all heard movement and turned to see Ichigo entering the room.

"Ah, feeling better, Kurosaki-kun?" Urahara asked.

"Uh...yeah," Ichigo said quietly. He looked at his feet with a depressed look in his eyes. Ben could already tell what was the problem. The guy was beating himself up over what happened to his friends Orihime and Sado, who Ben learned went by the nickname Chad. From what Urahara and Yoruichi had told Ben, Ichigo was really big on protecting others. So when they got hurt and he wasn't able to prevent it from happening, he went into a state like this. Ben could kind of see where Ichigo was coming from. He remembered how he'd felt back when he'd lost Feedback years ago. The grief was familiar to him.

"Hey," Ichigo addressed Ben. "Your name's Ben Tennyson, right?" Ben nodded. "...thanks."

Ben smiled. "No problem. Just glad I could help." He looked back at Urahara and Yoruichi. "So...where am I going to be staying at? Something tells me I'm gonna be here for a while so..."

"You could always stay here," Urahara said. "I can think of so many different uses for those aliens of yours around here." Then he paused. "Which reminds me: Paradox mentioned one of your aliens by name. Out of all the ones you can use, do you have one that goes by the name of...Feedback?"

Ben blinked in surprise. "Yeah. I've got Feedback. Why?"

"Paradox didn't say why," Urahara replied, "But he wouldn't have mentioned Feedback specifically without a reason. Why though? What is Feedback like? What can he do?"

Ben described Feedback's ability, "Uh...he can absorb energy and then shoot it back. Basically."

Urahara's eyes suddenly narrowed and he had a contemplative look on his face. Ichigo looked at Ben curiously, not really understanding the conversation. But he was able to understand that the diamond thing Ben turned into was an alien and he could apparently turn into more, this Feedback being another one.

"I think I know why Paradox mentioned Feedback now," Urahara said. "What kind of energy can he absorb? How much of it?"

Ben answered, "Err...well I think he can absorb just about any kind of energy. As for how much, as long he has a source to draw energy from he can probably absorb limitless amounts. Why?"

Yoruichi's own eyes narrowed. She looked at Urahara. "You think it could work?"

"Hypothetically," Urahara told her, "But since Paradox mentioned Feedback, he must be confident."

Ben frowned. "Okay, I'm lost."

Urahara then gave Ben a smile that left him uneasy. Ichigo on the other hand seemed to have understood what was going on. Tessai was the one who spoke though, "Do you think this Feedback can absorb spiritual energy?"

"Spiritual energy?" Ben asked. "Is that like Mana?"

"Mana?"

"Energy found in all living things," Ben explained. "At least...back in my universe." In his universe, sorcerers and Anodites could manipulate Mana to do anything. His cousin, being a quarter Anodite from their grandmother's side was very good at using it.

"Ah," Urahara nodded in understanding. "It's similar but not quite the same. Still, if Feedback can absorb this 'Mana', then he should be able to absorb spiritual energy."

"How do I find out?"

Urahara smiled. "Let me show you something."

* * *

For the second time today, Ben found himself saying another eloquent, "Whoa." Urahara had led him down to what he thought was the basement of the store, only to find some underground cavern. There was even an artificial sky.

"What do you think?" Urahara asked.

"This is awesome!" Ben said as he looked around excitedly. "It's way bigger down here than I thought!"

"Oh, you flatter this humble candy shop owner, Tennyson-san," Urahara said, though he was actually quite pleased with Ben's reaction. It was certainly more positive than Ichigo's had been. "Though it is quite something, isn't it?"

"No kidding," Ben said as he studied this place. "How'd you do all this?"

"Oh, a little Soul Society technology," Urahara said with a modesty that was so explicit it was probably false. "I was actually able to build this in a single day and night."

"You're kidding!"

"I kid you not, Tennyson-san."

"You think you could make something like this for me?" Ben asked excitedly. "Having something like this under my own house? With all the stuff I could put in it?"

Yoruichi laughed. "Looks like you got a fan, Kisuke."

"See. Now why couldn't you have reacted like that when I first showed you, Kurosaki-kun?" Urahara asked Ichigo, who had tagged along at the former's insistence. Ichigo just scowled in annoyance. This was the part where he would attack Urahara but right now...right now he didn't have the motivation. Urahara noticed this, as did Yoruichi. The boy's loss against the Arrancar had taken a heavy toll on him.

"Now then," Urahara said, trying to change the subject, "Tennyson-san. Would you be so kind as to turn into Feedback for us?"

Ben nodded as he activated the Omnitrix, turned the interface to Feedback's form, and slammed the core down once it came up. There was a bright flash of green light before Feedback now stood for all to see. Ichigo's eyes widened as he saw the creature which stood in the American's place.

"Well, here I am," Feedback said, everyone noting the electrical sound they heard when he spoke. "Now what?"

"So this is Feedback," Urahara said as he studied the Conductoid. "Now Ben, or would you prefer Feedback?"

Feedback shrugged. "Either one. It's still me."

"Right. Tennyson-san, we're going to see if you are capable of absorbing spiritual energy," Urahara said.

"Okay. Uh...how are we going to do that exactly?"

"That's where Kurosaki-san comes in!" Suddenly Urahara hit the butt of his cane into Ichigo's forehead, causing Ichigo to shoot out of his body. Urahara had already explained the whole Substitute Shinigami thing to Ben but it was still weird for him to see it with his own eyes. Almost as weird as that one time when he and Gwen had switched bodies when they were ten, courtesy of Charmcaster. Ichigo angrily elbowed Urahara in the face.

"What was that for?!" Ichigo demanded angrily. "Could you give me a warning before you do stuff like that?!"

Urahara groaned. "Come now, Ichigo. Tennyson-san needs to see if he can absorb spiritual energy and the best way was to try your Getsuga Tensho on him."

"'Getsuga Tensho?'" Feedback repeated, unsure what that was or what it meant.

"Then why the hell didn't you do it?!" Ichigo yelled. "You can do energy attacks too!"

Feedback looked at Yoruichi. "Are they always like this?" he asked.

Yoruichi was actually grinning at the comical scene. "Pretty much." She addressed Ichigo. "Come on, Ichigo. Besides, consider this training for the both of you. You two are on the same side so it would be good for you to help each other."

Ichigo's scowl deepened. "Fine." He readied Zangetsu. Like everything else, Ben had been told about Shikai and Bankai. It was all confusing but Ben understood the gist of it: Shinigami had swords that had two different forms. It kind of reminded Ben of when he had the Ultimatrix and the Ultimate Forms. So this giant meat cleaver was Ichigo's...Shikai. While that black katana was his Bankai. But...that didn't make sense. Urahara had explained that Bankai was the stronger form. So why did Ichigo's...Zanpakuto, get so much skinnier and stuff when in Bankai?

"Here I come!" Ichigo shouted to Feedback, raising his sword. "Getsuga Tensho!" He swung his blade, unleashing a blast of energy in the shape of a crescent moon at Feedback.

Almost instinctively (maybe it was for Feedback's species) Feedback raised his hands. The energy blast was absorbed into the plugs in his fingers. Feedback then fired the energy in the form of electricity from his antennae. Ichigo quickly moved with surprising speed, but the rock that had been behind him was not so lucky as it exploded from the attack.

"Whoa," Ichigo said this time.

"Well done, Tennyson-san!" Urahara cheered. "Well done. Feedback is something."

"Sweet!" Feedback grinned. "Which means I can probably absorb that Cero thing Yammy tried on me and shoot it right back at him!"

"So that's why this Paradox guy brought up Feedback?" Ichigo asked. "But what if his opponent doesn't use energy attacks?"

Urahara smiled. "I don't think Feedback's abilities are limited to just direct attacks from enemies. Tennyson-san, now that you have an understanding of spiritual energy, I want to try something else. Remember what I told you about Kido?"

Feedback nodded. Kido was similar to the spells his cousin casted so he understood that. It was probably the easiest out of everything Urahara had taught him so far.

"I'm going to cast a Kido spell. And once I cast it, I want you to try and absorb it."

Ichigo's eyes widened.

"Got it," Feedback told Urahara confidently. "Lemme have it."

With that, Urahara raised his finger and pointed it at Feedback. "Carriage of thunder, bridge of a spinning wheel. With light, divide this into six! Bakudō #61: Rikujōkōrō!" Feedback suddenly found himself struck in his midsection by six beams of light. The beams didn't hurt but he found that he couldn't move any part of his body.

Yoruichi frowned at Urahara. "A level 61 Bakudo? So soon?"

Urahara chuckled sheepishly before looking back at Feedback. "Alright. Try to absorb those beams, Tennyson-san!"

It wasn't easy for Feedback at first since he was used to pointing at whatever he was absorbing, but he focused as best he could. The energy making up the beams started disappearing into his fingers and antennae. Soon he was able to move again.

"Phew. That's a relief," Feedback said. "Not being able to move was really uncomfortable." He started stretching his stiff limbs.

"So, he can absorb the spirit energy in attacks and in Kido," Yoruichi noted. "Since he's proven able to absorb Bakudo-type Kido, he should be able to absorb Hado-type Kido as well."

"Just one final test, Tennyson-san," Urahara said. "Let's see if you can use Feedback to absorb the spiritual energy in the environment." Ichigo was beyond shocked at this. Absorb the spirit energy in the air? What _couldn't _this Feedback do?

Feedback paused. "How...where is it?"

"Everywhere," Urahara said. "Go ahead and give it a try."

Well this was certainly new for Ben. This was unlike anything else he had ever done as Feedback. Sure he could absorb the spirit energy in attacks like Getsuga Tensho and Kido, but to draw from raw spirit energy in the atmosphere? He had never tried doing something like before. Feedback normally did it through a direct source.

"Well," the Conductroid said. "Here goes nothing." He raised his hands, closed his eye, and began to focus. At first it seemed that nothing was happening when...

"Oi!"

Strange white particles seemed to be gathering towards Feedback, being absorbed by his fingers and antennae just like the first two times. Feedback's eye widened.

"I'm doing it!" Feedback was excited.

"Great!" Urahara was obviously pleased. "Now release all that energy!"

"You got it!" Feedback raised his hands and fired a beam that resembled a white Cero as it shot across the training ground. "Awesome!" Ichigo was completely dumbfounded. He didn't know what else Ben could turn into...but that Feedback was actually kind of cool.

"Now I see why Paradox mentioned Feedback," Yoruichi said. "In this universe, he might be one of Ben's most powerful forms."

In a flash of green light Feedback turned back to Ben.

"Awesome as that was, and even if he's one of my favorites, I shouldn't use Feedback all the time," Ben looked at his feet as a bad memory came to the service. "I did that once...it wasn't pretty."

The three wondered what Ben meant by that, but decided to respect his privacy.

Urahara said, "Understandable, Tennyson-san. You can always have Feedback as your ace in the hole. Now, I think it would be best if you showed us what other aliens you can change into. I need to see which ones would be suitable against the Arrancar and which ones you'd be better off not using."

"OK, but this thing is a bit glitchy. I sometimes don't get the forms I pick," said Ben as he tapped the Omnitrix.

"Well, we'll just have to fix that, won't we?"

Later that night, a figure stood on a nearby rooftop, looking over at the shop. The man had jaw-length blonde hair with a straight cut and was wearing a newsboy cap.

"So...that's Tennyson Ben," the man said with a grin of interest. "This is gonna be fun."

**~Five Days Later~**

Rath had seen better days as he found himself soaring through the air and smashing to the ground below. Angrily he picked himself up and yelled at his assailant. "Let me tell you something, Yoruichi Shihoin, Goddess of Flash! When Rath gets his hands on you, he's gonna..." But Rath never got to finish his sentence as Yoruichi's foot connected with his face, causing him to spin in the air before slamming to the ground again. Rath got up and was angrier than ever. "Let me tell you something, Yoruichi Shihoin! You do not interrupt Rath when he's yelling at you! That's just plain rude!"

Yoruichi couldn't resist laughing. This alien of Ben's, Rath, was just so amusing. He got angry all the time and it was obvious he certainly wasn't meant for any strategic-based fighting. While having some decent combat smarts, Rath's strategy involved clobbering his opponents with sheer brute force until they stopped moving.

Rath leaped into the air before heading straight down towards Yoruichi, but the Goddess of Flash simply sidestepped when Rath brought his fist down. He made a decent-sized crater from the blow but it left him wide open as Yoruichi delivered a power-packing punch of her own to his gut. The blow was strong enough to cause Rath to double over and Yoruichi used that as her chance to leap over, grab him by the shoulders, and flip him to the ground.

"I think that's enough using Rath," Yoruichi told her opponent.

"Ugh, whatever," Rath groaned as he hit the Omnitrix symbol on his chest. In a flash of green light, Ben was lying where Rath once did. "Good moves," he mumbled.

Yoruichi grinned. "Of course. Who did you think you were up against? I think we can chalk Rath up as one not to use against the Arrancar. He's strong, pretty agile, and really durable. But he's dimwitted and that habit of ranting stuff at his enemies makes him too vulnerable a target."

"Uh...fine by me," Ben said dizzily. Yoruichi had really knocked him for a loop.

And that's how it had been for the last five days. Urahara and Yoruichi would take turns sparring with Ben's different aliens to see which ones would be best suited for the battles ahead. While Diamondhead and his near indestructible body, and Feedback with his energy absorbing abilities were two guarantees, the rest varied. The ones that got rejected usually possessed impractical powers or had too many major a flaw to use in battle. But so far, the list of aliens not to use was a minimum compared to the list to use.

Yoruichi grinned at him. "Let's just say that was payback for Gravattack."

Ben's jaw dropped. "You're still sore about that?!"

**_Flashback:_**

_The day after the battle with Yammy and Ulquiorra, Ben had returned to the underground training area with Urahara and Yoruichi._

_"So what's up?" Ben asked, not really sure what the shop owner had in mind for him._

_"Well, Tennyson-san, I believe the best way for us to determine which of your aliens to use is with a trial by combat."_

_Ben blinked. "Huh?"_

_"In other words," Yoruichi smirked, "We're gonna fight your aliens and see how well they stack up."_

_Ben was taken aback by this. "Really? Are you sure? Some of my guys are pretty tough."_

_Yoruichi's smirk turned coy. "Don't worry, Ben. We're a lot stronger than we look."_

_"So, would you like to go first, Yoruichi-san?" Urahara asked._

_"I'm curious to see what Ben can do."_

_Ben grinned. "Alright. Let's do it!" Ben activated the Omnitrix. "I know just the guy to use." In a flash of green light, Ben was replaced by Four Arms._

_"My, that's an interesting form, Tennyson-san," Urahara said. "What's this one's name?"_

_"Four Arms," the hero replied, punching his open palms._

_"...That was obvious," Yoruichi deadpanned. But then she grinned again. "Ready, Ben?"_

_Four Arms took a fighting stance. "Bring it!"_

_It happened in a flash. One second Yoruichi was there and suddenly Four Arms felt a foot connect with the side of his face. And the blow was powerful enough to send him tumbling across the ground._

_"Oooh," Four Arms groaned as he got back up. "What hit me?" He spotted Yoruichi standing nearby. "How did you...?"_

_"Yoruichi-san is an expert in the Shinigami arts of hand-to-hand combat," Urahara explained. "And our special speed move Shunpo. Even though many Shinigami are capable of using Shunpo, she surpasses all others. This has earned her the title 'Goddess of the Flash.'"_

_"Goddess of the Flash?" Four Arms asked as he picked himself up. "Well, if it's speed you want, it's speed you'll get!" He slammed the symbol on his chest and transformed into XLR8. "Let's do this!" He shot toward Yoruichi in a blur. He shot a leg out to kick her but she caught his leg. XLR8's eyes widened behind his visor._

_"Not bad," Yoruichi commented, "But I could see you coming a mile away." She delivered a palm strike to his stomach, sending the Kineceleran rolling through ground. That palm strike had been pretty painful. "Come on," Yoruichi taunted. "I even held back on that one. Surely you can do better."_

_"That's holding back!?" XLR8 bellowed angrily. "That nearly put a hole through my stomach!"_

_"Come on, Ben. Don't be such a baby. Surely the hero of an entire universe is tougher than that."_

_"Oh, it is on like Computron!" XLR8 zoomed and started running rapidly around Yoruichi. If he couldn't attack her normally, he would simply cut off her supply of oxygen and render her unconscious._

_"Clever," Yoruichi complimented, "But predictable." She stuck her fist out, clothes-lining XLR8, who back-flipped over her arm and face-plant into the ground. "This form of yours has potential," Yoruichi noted, "But I think you're not used to fighting another person with super-speed."_

_She was right, Ben realized. The closest to a fast opponent he had ever faced was Helen Wheels, a female Kineceleran. But she was still young and Ben knew all of her moves. But against Yoruichi, Ben was going to have to do some fast thinking if he wanted to stand a chance against her. And then it hit him. Instead of trying to speed up, why not slow her down!_

_"I know just how to beat you!" XLR8 declared. This caught Urahara and Yoruichi's interest._

_"Oh? Do you?" Yoruichi asked._

_XLR8 grinned as he touched the symbol on his chest. In a flash of green light, he became Gravattack._

_"Alright, time for round three!" Gravattack boasted._

_Yoruichi grinned. The boy was determined, though he did it without the shouting Ichigo usually did. "Your move." Gravattack raised his hand as if to attack and Yoruichi dodged out of the way. But as she ran, she noticed something was wrong with her body. It suddenly started feeling heavy and she could feel herself slowing down. What was happening? Suddenly, the crushing weight increased. Yoruichi tried speeding up more but suddenly found herself pinned to the ground._

_"This guy's name is Gravattack," Gravattack grinned. "Wanna guess why?" He raised his hand and suddenly Yoruichi's body shot up in the air and stood there._

_"Oooh!" Urahara gasped. "This one has the power to manipulate gravity!"_

_"You got it!" Gravattack replied before using his powers to bring Yoruichi over to him. Yoruichi struggled but Gravattack had a firm hold on her. Yoruichi considered using Kido. It wasn't going to be easy with her limbs restricted like they were but..._

_Gravattack motioned with his hand and Yoruichi found herself pinned down to the ground right in front of him. Despite herself, Yoruichi was fuming. She, the Goddess of Flash, being reduced to this by a teenager. If Urahara valued his life, he had better not tell a soul. She could just imagine Byakuya's reaction to this. The hot-headed brat he used to be would have laughed his head off; the current, likely more snooty Byakuya probably would have been impassive on the outside, but would have secretly taken pleasure in the humiliation she was currently being forced to endure._

_Smirking in his apparent victory, Gravattack walked right in front of her. Then he turned back to normal in a flash of green light. Yoruichi was about to ask what he was doing when-_

_"Honk!" Ben pinched her nose. The sudden action caused her to yelp. Urahara stared in wide-eyed shock at what had just happened. Benjamin Kirby Tennyson was probably the first person in history to not only immobilize the Goddess of Flash, not only honk her nose, but he actually made her yelp. He made Yoruichi Shihoin yelp! One thought passed through Urahara's mind:_

_It was nice knowing you, Tennyson-san._

**_End Flashback_**

Needless to say, Yoruichi had been pretty sore with Ben since then. She was not stuck up or snobbish like some (*cough*Byakuya*cough*) but Ben had wounded her pride. So she made an effort to practically torture the boy whenever they sparred from then on. Fortunately, Urahara was able to intervene if she tried going too far, granting Ben a slight reprieve. After that little show, Gravattack and XLR8 made the list of aliens to use while Four Arms wasn't quite on the list not to use but he was going to need some work. While obviously a strong alien, his lack of speed was going to be a bit of a hindrance. Urahara recommended working on his endurance in hopes of compensating. Of course, in Yoruichi's case, improving his endurance included her beating the crap out of him.

"Are you that much of a sore loser?" Ben asked Yoruichi incredulously. She gave him a deep scowl that would've made Ichigo proud and Ben decided it was time to backpedal. "Look, I'm sorry, okay?"

"Ah, is Yoruichi-san still upset with you, Tennyson-san?" Urahara walked over to the two.

"What is it, Kisuke?" Yoruichi asked, focusing her scowl on him now. Sure enough, she had threatened him not to say a word about what had happened. He sure was intimidated but he wouldn't have told on her anyway. Though, he couldn't deny Ben using a gravity-manipulating alien was quite resourceful.

"I've received word from Soul Society," Urahara said. "The other Shinigami will be arriving soon."

"Other Shinigami? So Soul Society _is _sending backup?"

"Aizen's targeting this place," Urahara explained. "It's best to be prepared."

"Do they know about me?" Ben asked.

"All they know is that another unique individual is helping us," Urahara replied. "I figured it would be too much of a hassle if we told them exactly what you could do. Trust me, a _lot _of people in Soul Society would be interested in what you can do, and not all of them in a friendly way." Kurotsuchi Mayuri came to mind.

Ben sighed. "What else is new?"

"Do you know who they're sending?" Yoruichi asked.

"Not yet," Urahara answered. "I think at least one captain will be coming. Maybe a few lieutenants." During his training, Urahara had also brushed Ben up to speed on the further details of the Soul Society. Ben knew about the the different squads of the Gotei 13 and how each one was led by a captain. They were supposed to be pretty powerful with lieutenants being the second strongest. Soul Society was taking this pretty seriously if they were sending such Shinigami to help. "They'll be coming here first to get some gigai."

"Gigai?" Ben asked.

"Basically artificial bodies for Shinigami to stay in to better mingle with the living," Urahara told Ben, "And to avoid being targeted by Hollows."

Ben crossed his arms as he contemplated this. "Huh."

"You don't need to worry about that stuff since you're not a Shinigami," Yoruichi said. "I think that's enough sparing for right now but we need to see what other forms you have."

Ben groaned. "Can't we take a break? We've been doing this for five days now."

"Just a few more and then we'll take a breather," Yoruichi said. Then she gave him a genuine smile. "You've done pretty good these past few days and you do have some pretty useful aliens."

"Alright, alright," Ben grumbled. "You'd think even a different universe would have a Mr. Smoothy's."

Yoruichi laughed as she remembered the very first time Ben had asked her about this Mr. Smoothy's. The poor boy nearly had a heart attack when she told him she had never heard of it. That and no place in Karakura Town sold chili fries. Oh, the horror!

"I'll go back up and await their arrival," Urahara said. As he started heading back, he called, "Have fun you two! Don't try to kill each other while I'm gone."

Ben ignored the jab as he activated the Omnitrix and rotated the dial. "Let's see. Humungousaur, Jetray, Big Chill, Swampfire. Which ones haven't I shown you?"

Yoruichi looked at the holographic interface as Ben scrolled through. She pointed at one that looked like an insect. "What about that one?"

"Ball Weevil?" Ben asked. "Sure." He slammed the dial. When the flash faded, Yoruichi couldn't see Ben anywhere.

"Ben?"

"Down here!" a voice called. Yoruichi looked down to see a tiny, somewhat adorable little insect-like alien looking back up at her.

She sweat-dropped. "This is Ball Weevil?"

"That's right," Ball Weevil replied in a squeaky voice.

"What good is he for?" She hadn't imagined Ben having such a tiny alien (he hadn't used his smaller forms like Grey Matter yet) and wondered if maybe the Omnitrix had a few useless aliens within it.

"Watch this!" Ball Weevil spat out a plasma ball and kicked it at a nearby rock, which exploded into millions of tiny pebbles on impact.

"So this little guy has some self defense," Yoruichi noted. "Still, the attack can easily be dodged using Shunpo. I don't think Ball Weevil should be used in combat."

Ball Weevil sighed. "Fine." He touch the Omnitrix symbol and turned into some sort of anthropomorphic hawk alien. "This guy is Kickin' Hawk!"

"Another fighting based alien?" Yoruichi asked. When Kickin' Hawk nodded, she said, "Might be a good one. Is he fast?'

"Faster than Four Arms," Kickin' Hawk replied. He noticed the look on Yoruichi's face and panicked. "You said no more sparring for today!"

Yoruichi's smile turned outright wicked. "We've always got room for one more!" Kickin' Hawk raised his hands but as soon as he felt Yoruichi's foot strike his block, he flew backwards, screeching like an actual hawk as he flew.

Kickin' Hawk wobbled to his feet, clutching his hurt head. "I already apologized for Gravattack!"

That didn't stop Yoruichi from striking him. "Less talking, more sparring!"

Shaking his head to clear himself of the pain, Kickin' Hawk decided there was no point in trying to talk his way out of this. If Yoruichi wanted a fight, he would give her one. He struck out with his own kick that Yoruichi dodged with ease and he wound up kicking the rock behind her. When Kickin' Hawk's foot connected, the shockwave shattered the boulder to dust.

"Excellent," Yoruichi honestly complimented. "This Kickin' Hawk obviously has some power to him."

"The problem is that you're so fast," Kickin' Hawk muttered. Then he got an idea. He leaped into the air. Yoruichi wondered what he was doing when Kickin' Hawk stomped the ground hard. The resulting shockwave knocked Yoruichi off her feet. Kickin' Hawk took advantage of that to leap forward. Yoruichi was too caught off guard to defend herself as the hawk alien pinned her down. He smirked. "Looks like I win again." Yoruichi was angry at first but she had to admit that was a clever move he pulled. And then she smirked back at him.

"You didn't pin down my legs." And she proceeded to kick him...right between his own legs. Kickin' Hawk squawked out in agony and clutched the spot Yoruichi hit.

"Ch-cheap shot!" Kickin' Hawk tried to shout out, but it came out as a whimper.

"Your fault for leaving yourself open like that."

"Um...excuse me?"

Kickin' Hawk and Yoruichi turned to see the little girl Ururu approaching them.

"Urahara-san asked me to get you, Tenny-san.

Kickin' Hawk turned back into Ben, who slowly managed to get back up to his feet. He could still feel the pain from Yoruichi's kick. "We're coming, Ururu," he said before throwing a dirty look at Yoruichi. She just smiled at him and went to follow Ururu.

_When we spar again, I'm totally going Gravattack on her,_ Ben thought to himself as he glared daggers at the back of her head. _That or Clockwork._

"Are you alright, Tennyson-san," Ururu asked.

It took all his power not to coo at how adorable the sweet little girl was acting. Then he scowled. He remembered when he found that squirt Jinta picking on her. But that was a story for another time.

Once Ben and Yoruichi were back in the shop, Urahara appeared to greet them.

"Ah, Tennyson-san!" He waved his fan happily. "Our guests would like to meet you."

One by one, six people entered the room, all of them wearing black robes, which Ben guessed were the standard uniforms for the Shinigami of the Soul Society, though they certainly looked different from Ichigo's robes. The first one that caught Ben's attention was one of the two women out of the six, and she was gorgeous. Long, blonde hair, full lips, a curvy figure...and the largest breasts Ben had ever seen in his entire life! Honestly, he had never met a woman with a chest that big before. And her robes were open enough that he could get a generous eyeful of her cleavage. Sure that his face was reddening and realizing that he was staring, Ben quickly focused his attention on the others.

Next was a guy with black tattoo markings on his face and dark red hair. It was all tied up in the back, causing Ben to think of a red pineapple by just looking at him. Beside the red haired guy was a guy who was completely bald with red markings around his eyes and a face that spelled danger. The fourth had jaw-length black hair and some sort of feathery looking thing attached to his eye. The fifth was a short girl with jet black hair. The last one was a short kid with snow-white hair. Seriously? How many people in this universe had weird hair colors? Orange and red he could understand, but _white_?

"Tennyson-san," Urahara said, "I would like for you to meet Kuchiki Rukia of the Thirteenth Division," he indicated the short girl; "Lieutenant Matsumoto Rangiku of the Tenth Division," the busty woman; "Lieutenant Abarai Renji of the 6th Division," the pineapple-haired one; "Madarame Ikkaku," the bald guy; "And Ayasegawa Yumichika, Third and Five seats of the Eleventh Division. And Captain Toshiro Hitsugaya Toshiro of the 10th Division." Urahara looked at the Shinigami now. "Everyone, this right here is Tennyson Ben. He's the one who helped Kurosaki-kun against the Arrancar."

"Seriously?" Renji asked, looking at Ben skeptically. "This guy's the one who saved Ichigo's ass? Are you sure?" The kid really didn't look so strong to him. Ben frowned.

"Don't underestimate him, Abarai-san," Urahara warned. "Tennyson-san is a very special individual."

"According to the reports," Hitsugaya said, looking at Ben.

"Okay, seriously, you're a _captain_?" Ben asked the white-haired Shinigami. "How does a kid get to become a captain?" The Shinigami present didn't know whether to gasp in shock or laugh in amusement that Captain Toshiro Hitsugaya, the prodigy, had just been called a _kid_.

Hitsugaya grit his teeth. "I'm not a kid."

"It's true, Tennyson-san," Urahara said. "Shinigami's appearances do not reflect their age. In fact, Yoruichi is really..." Suddenly Yoruichi grabbed his nose.

"It's not nice to talk about a woman's age, Kisuke," Yoruichi said in a playful manner but everyone could notice the threat hidden in her words.

"So you're the one who saved Ichigo?" Rukia asked, giving Ben an analytically look. He slowly nodded and she seemed satisfied with that answer. She smiled at him. "Thanks."

Ben wondered if maybe this Rukia had something for Ichigo.

"So," Ikkaku said, grinning maliciously at Ben, making him uncomfortable, "You any good in a fight?"

"Oh, absolutely!" Urahara spoke up. "He's a capable fighter. Just ask Yoruichi."

Yumichika blinked. "Seriously? You fought with Yoruichi?" Ben nodded. "And you're still alive?"

"I've been going easy on him," Yoruichi said, "But he's got some good moves."

"Easy on me, my butt," Ben snorted, glaring at her, "Or did you forget when I used..." But the words died in his throat at the look she was giving him. "Uh...never mind."

"He must be good if he could hold his own against Arrancar," Rangiku said. She smiled at him, knowing perfectly well that he had been staring at her. Ben's face lit up again and he looked away.

"So what kind of powers do you have?" Renji asked.

Ben grinned. "See this?" He showed the Omnitrix to them. "This lets me turn into aliens."

"Aliens?!" The six Shinigami gaped in astonishment.

"It's true," Urahara confirmed. "Tennyson-san, would you give us a demonstration please?"

Ben shrugged as he activated the Omnitrix, switched to the alien he wanted, and slammed the dial down. The Shinigami closed their eyes at the sudden flash of green light, before they were treated to the sight of...

"Ditto!" The alien cried out in a squeaky voice. Then he pouted childishly. "I was going for Shocksquatch!"

Rukia, Matsumoto, Hitsugaya, Yumichika, Ikkaku, and Renji all stared wide-eyed and open-mouthed at the strange little creature before them. But before anything could happen, Matsumoto suddenly grabbed Ditto and hugged him tightly.

"Ah!" she cooed. "He is so adorable!"

Unfortunately, her hugging pressed Ditto into her rather generous cleavage. His face flaming, Ditto waved his hands wildly as he tried to break free of his sexy but suffocating prison.

Rukia sweat-dropped. She knew Matsumoto was prone to do random things but she certainly hadn't expected her to do this. No matter how cute the "alien" looked.

Yoruichi smirked as Ditto continued thrashing to get free. She had seen his reaction to Matsumoto's breasts and wondered how he would react if he ever saw her transform.

Renji, Ikkaku, and Urahara on the other hand were watching the scene with envy. Rangiku Matsumoto was considered the most beautiful woman in Soul Society but she had a rule of "Look, but don't touch unless I let you". For this total nobody to be placed between those heavenly mounds...

Hitsugaya on the other hand groaned in annoyance at the antics of his lieutenant. "Matsumoto."

Finally Matsumoto released Ditto, who was gasping for breath. But his face was bright red due to both lack of oxygen and where he had been suffocating.

"So it appears he can turn into aliens," Yumichika said, completely unfazed by the whole situation. "But I certainly hope he can turn into far more intimidating aliens than this."

"Don't be fooled," Tessai, who had entered the room, explained, "This is just one of Tennyson-san's many transformations."

"Many?" Hitsugaya noted. "You mean you can turn into other aliens?"

"Around sixty or so," was the response.

"Sixty?!"

"Course, at his full potential," Urahara added, "He can turn into over a million."

No shouts came this time. The Shinigami were too speechless for that as they looked at Ditto, who changed back to normal. His arms were crossed and he had smug smile on his face.

Ikkaku's face lit up in excitement. "Wanna fight, kid?" Rangiku slapped the back of his head. "Ow! What was that for?!"

"Be nice," she scolded him, "He's our ally."

"Having someone like him could be useful," Hitsugaya noted. "Having so many transformations at his disposal gives him an edge in combat. What all are they capable of?"

"The abilities of Tennyson-san's transformations vary," Urahara explained scholarly, "But some of the abilities he has include flight, super strength, super speed, regeneration, energy absorption and projection, control over different elements, shapeshifting, _gravity manipulation_," he smirked at the aggravated look on Yoruichi's face, "And loads of other powers!"

The Shinigami looked over at Ben and his Omnitrix in awe. It was hard to imagine that this guy had access to such a powerful weapon.

"But, how is he able to turn into aliens in the first place?" Rukia asked. "I didn't know that aliens really existed."

"That's...kinda hard to explain," Ben said, scratching the back of his head. "It's a long story."

"Regardless," Hitsugaya said, "Thank you,Tennyson-san, for offering your aid to us. Your help will be greatly appreciated."

Ben grinned. "Glad to help."

"We better get our gigai and then go see Ichigo," Renji said. He looked at Ben. "Want to come along?"

Ben looked over at Urahara and Yoruichi. Urahara just waved his fan. "Go on, Tennyson-san. Captain Hitsugaya will be informing Kurosaki-kun more about the Arrancar. You have a right to know more as well."

First, the Shinigami went into these...gigai things which looked exactly liked them. Urahara explained that gigai take the form of the Shinigami inhabiting them. Afterwards they got themselves outfitted in what Ben guessed were school uniforms. They intended to storm Ichigo's class!

"Are you sure that's a good idea?" Ben asked when he learned about their plan. "I mean, won't Ichigo get in trouble."

"So what?" Rukia asked. "Ichigo doesn't care what his teachers think."

While brushing up on this universe, Urahara had taught Ben about Karakura Town and Ichigo himself. Apparently, Ichigo was a bit of a thug and got into fights. He never started the fights but he was quite the target for bullies for a number of reasons, one of them being his orange hair. Despite Ichigo's reputation, Urahara assured Ben that the guy was a good person. Ichigo sure didn't seem like a bad guy to Ben so he took Urahara's word for it.

"Are we heading out?" Rangiku asked. Ben turned around and immediately reversed this action. Rangiku had her uniform shirt almost completely unbuttoned, showing as much cleavage as her Shinigami uniform. Ben felt the blood rising in his nose and quickly pinched it to prevent any from shooting out. He never had this kind of problem back in his universe. Then again, the girls there weren't as hot as the ones in this universe. At least, he hadn't met any girls as hot as this.

"Come on," Renji said, "We need to get Ichigo." With that, the six Shinigami went out. Hesitating for a brief moment, Ben quickly went after them. As they walked down the street, Ben noticed that they drew a pretty sizeable crowd. Next, in what could only be described as bizarre montage, Ben found himself dragged with the Shinigami to Ichigo's school. Even there they drew attention to themselves. These Shinigami were obviously not familiar with the living world because they were near helpless. Ben just kept his mouth shut and let them do all the talking.

Rukia had gone off in another direction while Ben and the others went in through the main entrance. As the group loudly discussed where to find Ichigo, Ben wondered if he should've stayed at Urahara's shop. They finally found Ichigo's classroom and Rukia, who had apparently climbed through the window despite their room being on the second floor, decided to greet Ichigo with a kick to the face. The blow had sent him flying toward Renji, who restrained him and allowed Rukia to start slapping the carrot-top silly before using some red glove to separate his spirit from his body. And then she proceeded to drag Ichigo's spirit off somewhere. After that, Ben had found himself at what was apparently Ichigo's home. His family, as it turned out, ran a clinic. Rangiku, Yumichika, Ikkaku, and Renji snuck inside through an air vent while Ben decided to stick with the only person in the group who seemed to have any sense: Captain Hitsugaya.

"Those idiots," the captain grumbled.

_Is it wrong that the kid's the only one with sense? _Ben asked himself. Nonetheless, he and Hitsugaya snuck around the Kurosaki house to where Ichigo's room was. It wasn't easy but Ben and Hitsugaya climbed up and opened the window. Everyone turned to see who it was and Ben waved sheepishly.

"Sorry about all this, Ichigo," Ben muttered.

"There you are, Ben!" Matsumoto called. "Why did you choose to climb the roof? That's dangerous you know."

"Ben?" Ichigo asked. "Why didn't you come in through the front door or something?"

"I got caught up in the moment," Ben admitted. "Is it alright if I come in?"

"Sure," Ichigo said. He was annoyed with this whole situation but Ben was the one who saved Orihime and Chad from that Yammy guy. Not to mention Ichigo himself. Ichigo couldn't help but feel he owed the guy.

"The situation is serious," Hitsugaya said, sitting at the window. "Aizen has you in his sights, Kurosaki Ichigo and I wouldn't be surprised if he has taken an interest in Tennyson as well."

"Ben?" Ichigo asked.

"The kid's got a watch thing that lets him turn into a bunch of aliens," Renji reminded him, ignoring Ben's irritated glare at being called a kid. "That, combined with the fact that he was actually able to fight an Arrancar when you couldn't would definitely get his attention."

Ichigo looked at the ground, once again reminded of how powerless he was to protect his friends. Ben knew that look all too well and decided it was time to change the subject. Before he could, Hitsugaya spoke up.

"The fact that he was able to fight off an Arrancar is impressive," the white-haired captain said, "But we need to see how powerful the Arrancar was in comparison to others. It could also depend on what Hollow he was."

"What Hollow he was? How does that work?" Ben asked.

"What has Urahara told you about Arrancar?" Hitsugaya asked.

"Only that they were Hollows that tore off their masks, looked human, and had Shinigami powers."

"There's more to it than that," Hitsugaya told him. "What did Urahara tell you about Hollows?"

"That they were dead spirits who lost something called a Soul Chain and turned into these monsters that started devouring other souls."

"So he's only given you the brief summary of them." Hitsugaya said. "He didn't tell you that Hollows have different levels of evolution."

"Different levels of evolution?" Ben and Ichigo asked at the same time.

"Aside from low-class Hollows, the higher-level ones are divided into classes called Menos," the captain explained. "Menos in turn are separated into three different classes. The first class is called Gillian. These are the weakest type of Menos. In human terms, they would be considered foot soldiers. There are many of them, and they all look and act the same. In the textbooks we have on Menos Grande in the Soul Society, these are always the ones that are depicted." He looked at Ichigo now. "The Menos you fought with shortly before entering the Soul Society was a Gillian."

Ichigo was shocked at this and could feel sweat starting to drip down his forehead. "That guy...was just a _soldier_?"

_This Gillian thing must have given Ichigo a tough time during their fight, _Ben thought to himself. _For him to find out that guy was just a soldier...must have been a big shock._

"They are gigantic," Hitsugaya went on, "But they're also slow and stupid. A captain won't even break a sweat against one of them. The problem however, lies ahead. The second class: Adjuchas. They are smaller and less common than Gillians. A Gillian's battle prowess and intelligence pale in comparison to one of these. The only thing the Gillians outweigh them in is sheer population. Lastly, we have the third class: Vasto Lorde. They are the most powerful of any Menos. Their numbers are unbelievably small, and they are known only to exist deep within Hueco Mundo, but...let me just say this: the strength of a single Vasto Lorde...is above that of any captain!"

Both Ben and Ichigo felt the weight of Hitsugaya's words. Captains were the most powerful fighters in all of Soul Society. So to hear that there were Hollows that outclassed even captains...

...That was a scary thought.

Hitsugaya continued, "In addition to that, we don't even know how many Arrancar there are in total under Aizen's command. Additionally, we are missing three captains. I have told you all that I know about Menos. Let me just give you two my personal prediction: As of right now, including Aizen...if there exists over 10 Vasto Lorde, the Soul Society is doomed."

Ben and Ichigo felt an ominous chill run down their spines.

_And the bad news keeps coming, _thought Ben in dismay.

* * *

Ulquiorra and Yammy walked down the dark corridor to their intended destination. Once there, Yammy got down on his knees and bowed.

"We have returned...Aizen-sama," Ulquiorra said.

Sitting on a throne before them was a man wearing a white cloak over a black Shinigami uniform. His menacing eyes seemed to suit well with his slicked back brown hair. Sosuke Aizen, for that was who this man was, the traitor of the Soul Society, smiled down at them.

"Welcome home, Ulquiorra. Yammy. Now, come and relate the fruits of your expedition to your twenty brothers. Please enlighten us, Ulquiorra...in the human world...everything you saw...everything you felt...spare us not the slightest detail." Aizen's voice was calm and polite, but everyone in the room knew that he would not tolerate opposition.

"Yes," Ulquiorra replied as he reached for his left eye. With a quickly motion he proceeded to pull his eye out from his socket. Extending his arm out, he then crushed the organ. The eye turned into particles that started flowing over everyone. "Be my guest. Use me to your heart's content." Then again, Sosuke Aizen didn't really have a heart.

As the particles spread over all those gathered, they closed their eyes and began to see what Ulquiorra had seen and felt what he had felt. What they saw was not what they had expected. The two had arrived in the human world and Yammy used his Gonzui to eat the souls of several bystanders. The humans Aizen recognized as Chad and Orihime arrived on the scene but they were no match for even Yammy. Ichigo himself arrived on the scene and initially started out well. But then he suddenly lost his nerve and Yammy gained the upper hand. Yammy was about to deliver the final blow when...some new boy came out of nowhere. He could see them which meant that he had reiatsu but Ulquiorra scanned the boy and saw that his spiritual power was severely lacking. Yammy decided to have some fun with this newcomer, who did something with a strange device on his wrist, and turned into some kind of diamond golem that proceeded to trounce Yammy with ease. Despite Yammy's efforts, this newcomer proved to be quite the challenge. The sudden arrival of Urahara and Yoruichi caused Ulquiorra to pull a retreat. But he spared Ichigo, not finding him worth the time. Since Aizen could feel what Ulquiorra felt, he understood why.

"This...changes things," Aizen conceded. "I understand why you let Kurosaki Ichigo live. You chose not to dispose of him because you thought he was worthless...and it seems a new player has been added to the mix. I wonder who he is."

"I know perfectly well who he is."

Speaking up was a man wearing a black helmet with a purple visor, his face visible through it. He wore silver gauntlets and boots, a black bodysuit with a black jacket that had silver shoulder pad, and a silver collar that covered his entire neck.

Everyone's attention was on the man. "You know this boy, Eon?" Aizen asked.

"Only too well," Eon said grimly. "The boy's name is Ben Tennyson. Like me, he is from another universe."

Now everyone was really focused on Eon.

"How did he get to this universe?" Aizen asked.

"No doubt the work of that meddling busybody Paradox," Eon grumbled. "I should have expected he would eventually find me."

"Paradox?"

"My arch-enemy for lack of a better word," Eon replied. "But of course, he decided to send young Ben to stop me instead of coming here himself."

"What can you tell us about this Ben Tennyson, Eon? What was that transformation he used?" Aizen's curiosity was growing by the second.

"Oh that? That was Diamondhead. One of his older and more experienced forms."

"One of?" Aizen noted. "Are you saying he can turn into others besides this 'Diamondhead'?"

"Much, much more," Eon said. "You notice how the boy activated that device on his wrist before his transformation?"

"Yes."

"That is the source of his power. It is called the Omnitrix and it grants him access to a variety of alien life forms."

"Aliens?" Aizen asked. "Such beings exist?"

"Where Shinigami exist in this universe, aliens exist in his. With the Omnitrix, he is able to not only transform into aliens, but use their abilities as well. Diamondhead is a prime example. Other abilities of his aliens include super strength, speed, endurance, and agility along with more specific powers such as magnetism, control over fire, water, air, electricity, regeneration, energy absorbing, intangibility; the list is nigh endless though some of his transformations have similar powers to each other. I can think of at least five of his aliens who have electric-based powers."

The more they heard about the boy, the more interested everyone present became. Ulquiorra frowned as he took this information in.

"Why did you not share this information with us before, Eon?" he asked.

Eon scowled. "I hadn't expected Paradox to find me in a universe different from his own. But I suppose that was too much to hope for."

"This Tennyson sounds quite interesting," Aizen said. "How many transformations does he have?"

"Within the Omnitrix lies the DNA of over a million different alien species."

"A million?" Aizen asked. He said it quite calmly and casually but even this news had caught him by surprise. The reaction among the Arrancar was varied but most of it was shock and awe.

"However, most of the DNA in the Omnitrix is locked. The boy only has access to fifty eight of them. There is one in particular I think you will find noteworthy."

"Oh?"

"Yes. Alien X. Of the Celestialsapien race."

"Alien X? Celestialsapien? And what abilities does this Alien X possess?"

Eon sneered. "Omnipotence."

A very heavy silence followed this.

Aizen stared at Eon. "What?"

Eon smirked. "Omnipotence. Alien X gives Tennyson the power to make his thoughts become reality."

There was another long silence following this. Aizen was completely stunned and, even though he hid it well, quite nervous. "Make thoughts...become reality?"

Eon, knowing that Aizen was nervous, mockingly chuckled. "If you're afraid, Aizen, then you should not worry; Tennyson can barely grasp Alien X's power. The form is all but useless to him."

"But what if he does? What if he learns how to use it? Then all he has to do is blink and we're all dead!"

Everyone now turned to see who had spoken. Sitting nearby was a tall, muscular man with light blue spiky hair and light blue eyes, the latter including green lines below them. His jacket was open, showing his muscular chest as well as a hole in his abdomen. On the right side of his face were jawbone remains, a mask fragment.

Ulquiorra's frown deepened. "Grimmjow..."

Grimmjow snapped at him. "No, Ulquiorra. This makes that brat too big a risk! He needs to die, or we're all screwed! Him and that Shinigami guy! You had your orders to kill him, so why didn't you kill both of them?"

"My sentiments exactly," spoke up a tall man whose mask remains looked like a slanted hat. "This applies to any enemy. Let's say they are not worth killing...if that is so, then isn't it worthless to let them live as well? As for the other boy, this Ben Tennyson, it's obvious that he should be killed. Even if he cannot use the powers of this Alien X, the fact that he has numerous transformations alone shows that he could be a hindrance to our plans."

"And you, Yammy!" Grimmjow snapped, pointing at the large Arrancar. "How dare you lie straight to my face! 'He wasn't worth killing', my ass! What you mean to say is that is 'I failed to kill him', right?"

Yammy snarled. "Hey, Grimmjow! Don't go talking trash when you have no idea what's going on! I was fighting the alien kid! The other one was outta my grasp!"

"Are you even listening to me, dumbass!" Grimmjow mocked. "If it was me, I would've taken them both down with a single blast!"

Yammy got up. "What was that?!"

Ulquiorra got in front of him. "Stop it." He then looked over at Eon. "Eon, is this Tennyson boy a threat?"

"I will not deny that the boy has the potential to be one," Eon replied. "In the general terms, yes, he can be. In an actual confrontation, it depends on what aliens he uses. Despite the many powers at his disposal, he has a habit of turning into aliens whose abilities are not quite practical in certain situations." He chuckled. "A pity he did not come to Hueco Mundo first, Aizen. You might have been able to bring him over to your side."

Aizen was genuinely curious about this. "What do you mean?"

"While the boy is human, his desire to help others is not limited to just his own species. He would gladly lay down his life for any and all in need; human or otherwise. If you hid your true motives and convinced him the Shinigami were unjustly persecuting Hollows, he would have actually helped you against them."

"Is that so?" Aizen said with amusement. "What a truly noble and selfless boy this Ben Tennyson is."

Most of the Arrancar laughed. The idea of a human actually wanting to help them was too hilarious.

"As for this Ichigo," Eon went on, "It seems that your interest in him is similar to your interest in Ben. It's not his level of power that piques your interest, but his potential. From what you have told me, Aizen, this boy is growing at an exceptionally fast rate. From what I can tell from Ulquiorra's little display however, is that the boy can't get a grip on his powers and they're fluctuating. Am I right, Ulquiorra?"

"You are correct, Eon," Ulquiorra acknowledged. "There is a high possibility that he will either be crushed by his own spiritual power...or he will become one of our pawns. That is why I did not kill him."

"Don't lie, you bastard!" Grimmjow shouted. "Let me guess...the truth is that kid's power was higher than you expected and you got scared. Even if we did bring him over to our side, in that situation, what the Hell would you do? And what about that Tennyson guy?"

"When the time comes, I will deal with both of them. You cannot possibly have any complaints, am I right?"

A furious Grimmjow as about to retort when...

"Of course not," Aizen spoke up. "There is not a doubt in my mind. That's why I am content to let you handle the problem, Ulquiorra."

Ulquiorra bowed. "Thank you very much, Aizen-sama."

Grimmjow scowled angrily at Ulquiorra as he bowed.

"Nonetheless," Aizen said. "I wish to learn more about this Ben Tennyson. Eon, tell me everything you can about this boy."

Eon smirked. "Gladly. It all started years ago, when the boy was ten years old."

This made Aizen interrupt. "Ten years old you say?"

"That's right. At ten years old, the boy had come upon a prototype of the Omnitrix, and the moment it clamped onto his wrist, he decided that he would use its powers to become a superhero."

And so Eon went, telling Aizen and his cohorts all he could about Ben Tennyson and his Omnitrix. They all listened intently. One in particular was a beautiful, dark-skinned woman with short, messy blonde hair and emerald green eyes.

**End of Chapter**

**The idea of Ben honking Yoruichi's nose was requested by Pyromania101, who was inspired by it from Bleach: Ultimate Alien when Brainstorm honked Szayel's nose. I hope you all enjoy this chapter. As you can see, Feedback has gained quite the boost in this story. This does not mean Ben will be using him all the time. But believe me when I say that he will play a significant role in the events to come.**


	3. Grimmjow Jaegerjaquez

**Disclaimer: Ben 10 and Bleach do not belong to me.**

******Appreciation goes to Pyromania101 and Kamen Rider Chrome for their help in making this chapter.**

**Chapter 2: Grimmjow Jaegerjaquez**

Ben had encountered many strange and bizarre things in his time ever since he first got the prototype Omnitrix when he was ten years old, but this took the cake. A little bit after discussing about the Arrancar, Ben headed back to Urahara's shop with Renji accompanying him. Apparently the pineapple guy was hoping that Urahara could make him stronger. Ben had invited him to come inside, but the red-haired Shinigami had declined. When Ben entered, he was greeted by Tessai.

"Welcome back, Tennyson-san," Tessai welcomed.

"Thanks, Tessai," Ben greeted back. "Renji's outside. I invited him in but he wouldn't budge."

"Hmm, that is most peculiar." Tessai cupped his chin curiously.

"Hey!" Jinta called to Ben. "The boss wants you to meet in the underground chamber."

Ben groaned. "More training?" He sighed. Didn't he get enough for today? "Alright. I'm on my way."

"You better!" Jinta snapped before quickly leaving.

"He's more afraid of you than he is of me," Tessai commented.

Ben grinned. "That little chat we had must have worked."

**Flashback_:_**

_Four Arms groaned in annoyance as he shifted boxes around. When he wasn't busy training, Urahara had Ben use his aliens to tidy up the shop. It was kind of ridiculous, considering Ben normally used his aliens in combat, not for menial labor. He had to use Goop to unclog the pipes, Shocksquatch to restore the power during a minor blackout, Jury Rigg to fix several broken appliances, and the list went on. When Urahara needed something, he would ask Ben to use whatever alien which was perfect for the job, all the while using it as an opportunity to take notes on Ben's different aliens as he studied and observed them._

"_Your aliens are most helpful, Tennyson-san!" Urahara had told him, waving his fan. "That device of yours sure comes in handy."_

How did I go from being the hero of a universe to somebody's servant boy? _Ben thought as he turned back to normal. Sure, using his aliens made the jobs easier, but it was the fact that he was doing them at all that bugged him. He was a SUPERHERO, not an errand boy._

"_Ow! Ow!"_

_Ben was on instant alert. It was sounded like that little girl Ururu was in trouble. Maneuvering his way through the storage room he spotted Ururu and Jinta, with the latter yanking Ururu by her pigtails. The girl was protesting rather softly, but since she always talked like that, it was hard to tell if Jinta was actually hurting her. But to Ben, it did and he was going to put a stop to it. He activated the Omnitrix, selected the alien he wanted, and slammed the core down once it popped up._

_Jinta was already startled by the sudden flash of green light but he wasn't expecting a sudden shot of webbing to come right at him. The webbing knocked Jinta away from Ururu and stuck him to the wall._

"_Hey! What is this stuff?!" Jinta yelled. "Get it off!" Suddenly more webbing shot out from the shadows and stuck to his mouth. Out of the shadows leaped Spidermonkey, who grinned maliciously at Jinta. Jinta was glaring angrily at him. Spidermonkey just laughed before jumped over to where Jinta was webbed up, getting right in his face._

_"Leave Ururu alone," Spidermonkey warned._

_Jinta apparently ignored his warning and started thrashing to escape the webbing. Spidermonkey groaned. Ah, well. Looks like he would need to try a different tactic. Smiling, Spidermonkey touched the Omnitrix symbol. In a flash Spidermonkey was gone...and Humongousaur took his place._

_Ururu gasped while Jinta's eyes were the size of dinner plates and sweat started dripping down his forehead. Humongousaur had a bit of difficulty moving due to the small space, but he had enough room to bend down and get right in Jinta's face._

_"How about this?" Humongousaur asked, making his voice sound more guttural than usual. "You be nice to Ururu from now on...or you'll see what the inside of my stomach looks like!" To emphasis his point, Humongousaur opened his jaws, allowing Jinta to see the blackness within. The poor boy started screaming but his screams were muffled by the webbing covering his mouth. Satisfied and certain that he got his point across, Ben turned back to normal. He walked over to Ururu, who was staring at him. "Hey? You okay?"_

_Ururu just stared at Ben. At first he thought he scared her too until she slowly nodded. Ben smiled and gently ruffled her hair. He started leaving. _

_"Um," Ururu called. "What about Jinta?"_

_Ben shrugged, "Don't worry. That stuff'll come off...eventually."_

**End Flashback**

And eventually it did come off. Though Jinta had not been very happy about it. He griped and complained but he shut up the moment Ben was in the room, or at least paying attention to him. The kid was really afraid of getting eaten by Humongousuar.

_Wonder what would've happened if I had used somebody else like Ghostfreak, _Ben thought as he entered the underground area. When he got there, Urahara was already waiting.

"Ah, hello, Tennyson-san!" he greeted. "Glad you could join us."

"Like I had a choice," Ben grumbled. Still, he knew that he needed to be polite. They had offered him food and shelter, were helping him prepare against the Arrancar, and were friends of Professor Paradox. "So, what I am doing now?"

"Right now we want to see your aliens in action again," Urahara said.

_Figures, _Ben thought.

"However, we want to see them against Ururu," Urahara finished.

Ben did a double take. "Wait, what? _Ururu_?" The little girl stood next to Urahara, wearing gloves and a head gear that made Ben think of a mushroom. It seemed to only increase her adorableness. _Wish I had a camera..._

"Yoruichi-san and I decided it would be best for you to take a break from training with her," Urahara said. "Instead, Ururu here will be your opponent."

Ben looked over at Ururu, who had assumed a fighting stance. Ben wasn't the least bit intimidated, to be honest.

"Keep fighting until one of you defeats the other or until I step in," Urahara instructed. He noticed Ben shifting uncomfortably. "Don't be fooled by her appearance, Tennyson-san. Ururu is perfectly capable of fighting on par with Shinigami."

Ben's eyes widened at this news and stared at Ururu. Guess he really shouldn't judge a book by its cover. Even he had harmless looking aliens that could be dangerous in the right situation. Take Nanomech and Grey Matter for example.

"I highly suggest you transforming into one of your aliens before we start the fight. A possible hit from her could kill you in your human form."

Ben's jaw dropped. Ururu was strong enough to actually kill someone?! Yeah, he definitely shouldn't judge a book by its cover.

"And please let it be an alien I haven't seen," Urahara added.

Ben gulped as he looked back at Ururu. It was hard for him to imagine that this little girl had so much power in her, especially since Jinta bullied her. Well, no use in arguing. But which alien should he use? Activating the Omnitrix, he scrolled through the interface to find a good alien. Maybe one that could end the fight quickly. Despite Urahara's words, Ben didn't feel right fighting a little girl. He stopped when he found an alien he hadn't use.

"Alright, let's try Cannonbolt!" The core popped up and Ben slammed it back down. In a flash of green light, Ben had transformed into a small, grasshopper looking alien. "Crashhopper?! Why can't this stupid thing ever give me the aliens I want!"

"Crashhopper, eh?" Urahara noted. "Quite the little guy, isn't he? Is this one even meant for combat? Yoruichi-san mentioned another small insect form by the name of Ball Weevil. He wasn't quite suited for combat either."

"Ball Weevil can so be used for combat!" Crashhopper argued. "Besides, Crashhopper is a better fighter anyway."

"Oh really?" Urahara asked. "Let's see about that. Begin!"

"Huh?" Was all Crashopper could ask when Ururu suddenly appeared right in front of him. He barely had time to widen his eyes when her fist connected and sent him flying backwards. "Ow! Ow! Ow! Ow!" He skid along the ground before smacking into a nearby boulder. Crashhopper groaned as he slowly peeled off the boulder.

"Ow...Oh, man. Urahara wasn't kidding; this girl's strong." Ururu appeared in front of him again. But this time Crashhopper was prepared and used his powerful legs to leap over her. Ururu didn't have time to react as Crashhopper landed behind her, and then used his legs to propel himself forward. Ururu turned around just in time to for Crashhooper's hard forehead to connect with her head gear, knocking her off her feet.

"My," Urahara noted. "It seems this Crashhopper specializes in his jumping abilities and leg strength. That's quite similar to Kon."

"Kon?" Crashhopper asked. Ururu had gotten back up and started attacking again. Crashhopper was jumping all over the place to dodge her attacks. "That talking stuffed lion thing Ichigo has?" Ben remembered how perverted and annoying the living plushy was.

"The same," Urahara explained. "Kon is a gikon, or mod soul, an artificial soul that Shinigami put in their gigai. The mod soul controls the gigai, keeps it out of harm's way, and fills in for the Shinigami's duties in the human world. For Kurosaki-kun, Kon would control Kurosaki's body while Kurosaki is hunting Hollows."

Crashhopper grimaced. It was weird imagining that perverted little thing in Ichigo's body, acting like himself while trying to pass off as Ichigo. "How does that work?"

"Gikon's true forms are tiny spherical pills," Urahara explained. "They animate whatever the pills are put in."

"That explains why Kon's a little toy-yipe!" Crashhopper ducked as Ururu swung a kick at him. He then leaped into the air before kicking off the back of Ururu's head, causing her to tumble forward while he started jumping away.

"Evading all the time will get you nowhere, Tennyson-san! You can't win by dodging" Urahara called.

Crashhopper grumbled. He knew he should take the offensive, but it was hard to. If Ururu was some kind of evil villain, this would have been a lot easier, but it was just a training spar and he wouldn't feel right if he hurt her. Even if she was alright with hurting him!

Urahara sighed. He should've known that Ben wouldn't really fight back. The boy was too fond of Ururu if the news of how he scared Jinta was anything to go by. Of course, Ururu's innocent little appearance might've had something to do with it. Ichigo hadn't minded fighting her once he realized what she was capable of. Then again, Ichigo was trying to get his powers back. So maybe he had better motivation? Either way, it was time to call this fight to a stop.

It was his turn to see what Ben could do.

"That's enough!" Urahara called to Ururu, who immediately stopped. Crashhopper looked at them in confusion.

"What's up?" He asked.

"I can tell this will get us nowhere. As for my analysis on Crashhopper," Urahara said, "I think it's best if you don't use him too often. He's good at the start of a battle but if it drags on, I recommend turning into something with a bit more physical power and stamina."

Crashhopper admitted to himself that Urahara had a point as he turned back to normal. Crashhopper had some decent attack moves but he did seem to specialize more in evading rather than flat out fighting.

"Now on for the next part," Urahara said, striking a pose. "We shall be sparring next, Tennysons-san!"

This caught Ben off guard. Aside from Ururu just now, he had only been sparring with Yoruichi.

"It's good for you to be experienced fighting different Shinigami," Urahara said with a smile. "In fact, it wouldn't be a bad idea if you trained with the others who came here. I know Ikkaku is eager to fight you."

"Boy do I know it," Ben said, remembering how eager the bald guy had wanted to fight him. It was like the guy was obsessed with fighting.

"Besides, I want to see if this humble shop owner can hold his own against the hero of an entire universe!" Urahara added jovially, causing Ben to sweat drop.

_I can never tell when this guy's being serious or not, _Ben thought to himself. _Still, better not let my guard down. He's good friends with Yoruichi and probably just as powerful._

"Remember, I want you to turn into new aliens, Tennyson-san!" Urahara called as he suddenly pulled a sword out of his cane.

"Whoa," Ben had never seen a cane sword before. He quickly activated his Omnitrix to see which alien would be a good choice. Which ones hadn't he used yet?

"And make sure they have powers I haven't seen!" Urahara quickly added. He had noticed that several of Ben's aliens had similar powers to one another. Shocksquatch and Brainstorm both shared electrical abilities while Big Chill and Articguana both had ice powers, and then there was Swampfire and Wildvine, who shared plant-based powers. Urahara could understand some aliens having similar abilities but he was kind of hoping that each alien was a bit more original.

Ben stopped at Cannonbolt. "Here goes nothing!" Ben cried as he slammed the core down. In a flash of green light, he was replaced by...

"Eye Guy!" The Opticoid groaned in exasperation. He tapped the Omnitrix symbol which now occupied his belt as a buckle. "Why doesn't this stupid thing ever work right!"

"I'm starting to wonder if it's truly the Omnitrix's fault, Tennyson-san," Urahara said, covering his face with his fan.

"Are you saying it's _my _fault!" Eye Guy shouted back.

"Maybe~" Urahara answered in a sing-song voice. "So, this is Eye Guy. He must be pretty difficult to sneak up on with those eyes and those big ears."

Eye Guy smirked. "You got it."

Urahara smirked now. "Then it would be rude to keep you waiting." He raised his sword. "Awaken, Benihime!"

Eye Guy's eyes widened when Urahara's sword transformed. It was now a sleek, medium-sized sword with an elaborate design with a U shaped guard and a red string around the hilt. The blade itself was black with a silver edge. The tip was slanted with an edge that made it look more like a razor.

**"Nake, Benihime**!" Urahara swung his sword in an arc slash. A wave of energy followed, heading straight towards Eye Guy! The alien hero had no time to dodge so he brought his arms up as if to block. But instead, energy beams fired out of his eyes, colliding and negating the energy attacks from Urahara.

"So that's what Ichigo meant when he said you could do energy attacks," Eye Guy said.

"Ah, so that's Eye Guy's power," Urahara said with a grin. "He can fire energy blasts from his eyes. I wonder, isn't that painful?"

"Not really," Eye Guy admitted. "And energy blasts aren't all I can do!" Urahara's own eyes widened when three eyes on Eye Guy's shoulder merged into one and fired a blueish beam at him. Urahara quickly used Shunpo to dodge the attack. The area behind him was coated with a layer of ice.

"Ice beams too?" Urahara cocked an eyebrow in fascination.

"But wait," Eye Guy grinned, "There's more!" He made the eyes on his other shoulder merge into one and fired a fire beam. Instead of dodging, Urahara raised his sword in front of him.

"**Chikasumi no Tate!" **A hexagonal energy shield appeared in front of Urahara, blocking Eye Guy's fire beams.

"Whoa! I didn't know you could make energy shields!" Eye Guy exclaimed. But suddenly Urahara appeared above him. Eye Guy had no chance to defend himself as Urahara brought his sword in a downward slash.

**"Shibari, Benihime!" **Eye Guy found himself caught in some kind of red energy net. He struggled to get free of it but it was really constricting. He groaned in annoyance. If he was Feedback or Chromastone, he could just absorb the energy.

"All those eyes make it useful to spot opponents," Urahara said. "And considering how your attacks work, you have a wide firing range. But if the eyes are distracted, you become vulnerable. You should have better focus in the future, Tennyson-san."

Eye Guy grumbled in response. Gwen would've said the same thing.

"Going through all the aliens I've seen you use so far, I'd recommend ones that have good defensive abilities. The majority of the aliens I've seen show good offensive abilities but I'm afraid one good hit from even at least a lieutenant could be enough to end several of your forms."

Eye Guy couldn't believe what he was hearing. Were the Shinigami in this world so powerful that they rendered some of his aliens useless? Was this why Paradox said he would have such a hard time with the enemies here? Maybe if he still had access to the Ultimates, he stood a better chance.

"Diamondhead is a good one due to having a decent balance of offense and defense. Gravattack is another due to his power over gravity. Feedback's energy absorption abilities make him ideal. Big Chill can go intangible so that is always a plus. Swampfire can regenerate. Goop is made up of slime. As long as you protect that little UFO of his, he should be alright. XLR8's speed needs some improvement but I'm sure Yoruichi-san will be happy to help with that. Let me see, who else have you used..."

Eye Guy wasn't looking forward to more training with Yoruichi again.

"Four Arms, Kickin' Hawk, Rath, and Humongousaur," Urahara mused. "I recommend taking your opponent out as quickly using those aliens. They're strong but they lack speed and I'm not sure how good their defenses are. But since the latter three were getting knocked around by Yoruichi-san with minimal effort, perhaps..."

Ben turned back to normal as he took all this in. So many of his aliens...useless. Urahara noticed the look on Ben's face.

"I'm sorry but this the reality, Tennyson-san," Urahara said. "The best we can do is improve the potential with the aliens who do stand a chance. Besides, I haven't seen all the ones you can use. Let's keep training." He removed the energy net from Ben's body. Ben got up.

"Right," The hero said as he activated the Omnitrix again. "Let's see how you like Water Hazard!"

In a flash of green light, Water Hazard appeared. Urahara raised an eyebrow at this one.

"I guess from the name, Water Hazard specializes in water based abilities?" asked Urahara.

"You got it!" Water Hazard raised his hands and fired jets of water from his palms. Urahara dodged with Shunpo and fired an energy wave. Water Hazard quickly rolled to the side. While his exoskeleton was good at dealing with most damage, energy attacks were still a pain.

"Simply shooting water at him won't be enough," Water Hazard admitted. "It's time to get creative!" He fired the water from his hands but instead of the regular streams he usually fired, he fired them in fast, condensed bursts like bullets. Urahara's eyes widened and he quickly brought up his energy shield. The water bullets pelted relentlessly against it. Water Hazard leaped into the air. Urahara unleashed an energy slash, and Water Hazard responded in kind by creating a bubble shield around him. He landed with a smash and started throwing punches at Urahara, who dodged without even needing to use Shunpo.

"I can see that you're fighting style is a bit self taught," Urahara noticed. He swung his sword down. Water Hazard blocked but hissed when he felt the blade actually cut into his armor. His exoskeleton was supposed to be extremely durable. Either it wasn't as tough as many people thought...or Urahara's sword was a lot sharper than it looked. Water Hazard shot the stream of water like a whip towards his enemy. Urahara ducked out of the way and moved to slash again. Water Hazard quickly jumped back to avoid the blade.

"You're toying with me, aren't you?" Water Hazard asked.

Urahara smiled. "You're pretty observant aren't you?" He sighed. "Yes. I haven't been fighting with you seriously enough because I'm afraid of how much damage your aliens can take. This Water Hazard has a great variety of water abilities and his armor is quite durable...but he still took damage from Benihime."

Ben's temper was reaching its boiling point. How could so many of his aliens be so weak against these Shinigami and Arrancar? If only he knew how to unlock more of his aliens to see if they stood a chance. But he usually unlocked aliens through sheer accident and he didn't want to try tinkering with it after all the other times he tried that. He even missed the Ultimatrix which gave some of his aliens an Ultimate Mode boost. No, he would have to make due with the guys he had. And he wasn't just gonna give up. Ben 10 never gives up!

Water Hazard narrowed his eyes. "Let's keep going," he said. "Paradox wouldn't have sent me here if he didn't believe I could help. If my aliens aren't strong enough, then I'll just make them strong enough!

Urahara gave another smile hearing Ben's resolve. "Very well, Tennyson-san. Let's continue!"

And so the training went. Urahara was a lot different from Yoruichi in combat. Thought that might have had to do with Urahara using a sword and Yoruichi fighting bare-handed. Urahara was also quite unpredictable. One moment he'd use regular sword attacks and then he would use his sword's energy abilities. Ben could still tell that Urahara was going easy on him. And maybe Yoruichi had been going easy on him as well. At least he still had the satisfaction of honestly defeating her with Gravattack.

* * *

Later that day, Ben was eating with Urahara, Ururu, Jinta, and Tessai. Yoruichi, however, was nowhere to be found.

"This is delicious, Tessai," Ben complimented Urahara's assistant. "Thanks."

Tessai nodded. "You are most welcome, Tennyson-san."

"So Tennyson-san," Urahara said. "Tell us some more about your universe. What's it like compared to ours?"

"Well, there are no ghosts," Ben said, "At least, not that I know of. There are aliens that look like ghosts, but I haven't seen any spirits of dead people."

"What about the Omnitrix?" Urahara went on. "What can you tell me about that?"

"The Omnitrix? Well," Ben didn't see any point in not telling them, "It was created by this guy named Azmuth. He originally created the Omnitrix so that people could understand each other better. By turning into other aliens, you can take a mile in their shoes."

Urahara was surprised. Such a powerful device and yet it was created with more peaceful intentions in mind.

"Needless to say, a lot of people saw other ways to use the Omnitrix. One in particular was this guy Vilgax who wanted to use it as a weapon." Ben's face darkened as he said that name.

"I take it you and this Vilgax have a history together? Urahara asked.

Ben nodded. "He probably wanted the Omnitrix more than anyone else. He planned on replicating it and using it to make an entire army of shapeshifters, all under his command." Ben's aliens had potential for combat, which was why the warlord considered the Omnitrix a weapon, not a tool for intergalactic peace and understanding.

Urahara felt a shiver run down his spine. One person having all that power was bad enough, but an entire army? He was grateful that only one existed and that it was in the hands of a guy like Ben.

"The Omnitrix was originally supposed to go to my Grandpa Max," Ben went on. "He was part of this secret galactic police called Plumbers."

"Plumbers?" Jinta looked at him skeptically. "Why would they call themselves something as lame as Plumbers?"

Ben shrugged. "To be honest, I don't really know. I...never really bothered asking."

"So what happened next?" Ururu asked. She never said it but everyone could see that she was a little fond of Ben. Probably because of how he stopped Jinta was pulling her further.

"Well, Xylene, an old girlfriend of my Grandpa's, was trying to deliver the Omnitrix to him but she got attacked by Vilgax's ship. She was forced to launch the Omnitrix off while she fought Vilgax. And, strange as it is, the Omnitrix crash-landed right near the campsite Granpda took me and my cousin Gwen to. I found the Omnitrix first and it stuck to my wrist." Ben chuckled. "I remember the first alien I turned into: Heatblast. I completely freaked out."

Urahara nodded. "And it's true that you've had the Omnitrix ever since you were ten years old?"

Ben grinned. "Yep."

He started going more and more into the stories of his adventures. The four gathered listened intently as Ben told them about his adventures when he was ten years, and when he was fifteen. Loosing the first Omnitrix and then gaining the Ultimatrix. His battles with Vilgax, Aggregor, the Forever Knights, Diagon, and how he was given the new Omnitrix in place of the Ultimatrix. Ururu was looking at Ben adoringly, her newfound hero amazing her more and more in her eyes. Jinta was shell-shocked while Urahara and Tessai were obviously impressed. And they thought that Ichigo had a rough life. While Ben's experiences paled in comparison to Shinigami, he had certainly seen enough action to rival the higher seated officers, maybe equal to a lieutenant. Though the fact that he'd battled a _god_ and won was certainly impressive.

_I can see why you're so fond of him, Paradox,_ Urahara thought.

Just then, everyone was aware of another presence in the room. They all turned their heads to see a black cat walk in, looking at all of them as if this was an everyday thing. Ben looked at the cat curiously. "Hey, is this your cat, Urahara?"

The cat narrowed its eyes at Ben while Urahara covered his face with his fan. Tessai, Jinta, and Ururu all exchanged a look. They had a bad feeling where this was going.

"Why, yes it is!" Urahara waved his fan. The cat hissed at him angrily. Ben grinned at the sight.

"Is he housebroken?" Tessai choked on the water he was drinking. Ururu and Jinta both looked at Ben in wide-eyed shock, or as wide-eyed as she could be in Ururu's case.

"To be honest, I don't really know," Urahara said playfully.

Ben just couldn't resist the next part. For some reason, he was feeling mischievous. "Did you know that some stray cats drink out of the toilet just like dogs?" he asked, somehow ignoring the enraged look the cat was giving him and the horrified expressions from Ururu, Tessai, and Jinta.

Urahara's smile, also mischievous, could have split his face by now. "Why no, I did not," he said casually. "In that case, I might have to not let her lick me with her dirty tongue, since I picked her off the street. Actually," impossibly, his grin got bigger, "I found her in a dumpster."

That did it.

Angrily, the cat leaped forward and scratched Urahara's face. Urahara started thrashing in pain while the cat fixed Ben with a death glare. Ben gulped nervously.

"Easy, kitty kitty," Ben said in the hopes of soothing the cat, holding his hands out in front of him in surrender. The cat slowly, ever so slowly, started approaching. Ben needed to think of something before he ended up like a scratching post too.

He activated the Omnitrix and found the alien he needed. Slamming the device down, Ben transformed into Wildmutt. The cat's hair stood up on end at seeing the large, orange dog-like alien. Unfortunately, Ben was unable to fight Wildmutt's instincts and like a regular dog, the Vulpimancer leaped toward the cat. The cat jumped out of the way in time but Wildmutt crashed into the table instead. The cat dashed out the store with Wildmutt in hot pursuit.

The cat, seeking refuge, dashed up a tree to get away from the dog-like alien. The cat thought it was safe, but Wildmutt proved that wrong by actually uprooting the tree! The cat howled as it fell from the tree but quickly landed on its feet. Wildmutt, panting excitedly, threw the tree to the side, smashing into some nearby trash cans, and chased the cat back inside the store. Meanwhile, a man and his pet dog who he was taking for a walk, just stared at what they had just scene.

"I might need to lay off the drink," the man said, pinching the bridge of his nose. The dog, on the other hand, continued staring where Wildmutt had been, having respect for a fellow canine that had overcome the classical climbing tree maneuver that cats always used.

When the cat and Wildmutt ran back into the store, Tessai quickly grappled Wildmutt and pinned him down. The cat began hissing fiercely at Wildmutt as he wrestled with Tessai while Urahara, who had recovered though with visible scratches, was laughing behind his fan at the scene before him.

"You're enjoying this far too much, Kisuke."

Wildmutt froze as he turned to normal in a flash of green light. Ben looked over at the cat, where the voice had come from. "Did...did that cat...just speak?"

The cat snorted at him and Urahara started stroking its back, though it didn't improve the cat's mood. "Don't worry about her, Tennyson-san. Yoruichi-san's just a little sore at you."

"Yoruichi?!" Ben gaped at the cat in front of him. "But...but it sounds like a guy!"

The cat frowned. "It's understandable for you to think that. But, if you would like to have proof it's me..."

Urahara cringed. "Uh, Yoruichi-san..."

But the cat ignored him as its body began to change. It kept growing bigger, the fur started to disappear, and it's limbs becoming more humanoid. Smoke began filling the room as the cat transformed. Ben stared in open-mouthed shock as Yoruichi now stood where the cat once was. The cat really was Yoruichi! Ben was about to comment when he realized something else. Something very important.

Yoruichi was naked.

"Gack!" Ben spun around, his face flaming and his heart pounding out a samba. His head was spinning and he was sure he was gonna faint.

"Yoruichi-san," Tessai said, his hands covering Jinta and Ururu's eyes. Their faces were both pretty red. "You might want to get some clothes on."

Yoruichi chuckled as she looked over at the freaked out Ben. "I apologize. I can't alter my clothes like you can with your transformations." She left the room to get some clothes. "Was that your first time seeing a woman naked, Ben?" She called to him.

Ben gulped. Technically, this was his second time seeing a woman naked. The first one had been Eunice when she first came out of her pod. But he hadn't gotten a good look at her. Besides, as beautiful as Eunice was, Ben would not deny that Yoruichi was in a whole other league. Still, Yoruichi did not need to know any of this. A few minutes later, Yoruichi came back. Ben was relieved at first—until he saw that she was just wearing undergarments. Yoruichi smirked at the exasperated look on his face.

"I'm surprised," she said as she went to get something to eat. "Paradox told me you have loads of fans back in your universe. I figured a celebrity like you would have women coming to you by the dozens."

That made Ben grimace. He certainly had gained plenty of female attention in the past. Some was good attention, like Ester, though nothing really came from that. Then there was the negative side. Girls who were only interested in him due to his fame and of course the affections of those like Looma and Attea. Ben shuddered. He still remembered the feel of the Incursean princess's tongue on the back of his head.

Yoruichi laughed. "I remember when Ichigo first saw me transform. That poor boy can be such a prude."

Ben blinked in surprise. "Ichigo saw you naked?"

"It's a long story," Yoruichi said.

She told Ben about how Ichigo first gained his Shingiami powers. How Rukia gave them to Ichigo to save his family from a Hollow. But Rukia had lost all of her powers, so Ichigo had to fulfill her Shinigami duties in her place. Then, Renji and Byakuya, his captain and Rukia's adoptive brother, showed up. Apparently it was against Soul Society law for a Shinigami to give their powers to a human and the punishment was death. Here, Ben was outraged. Rukia had given her powers to Ichigo so he could save his family. She had a good reason.

Yoruichi then went on explaining how Byakuya sealed Ichigo's powers away and how he had trained with Urahara to get them back. Yoruichi herself had trained Orihime and Chad while their friend Uryu, who was something called a Quincy, trained on his own. Once they were prepared, they had invaded Soul Society and went through a variety of misadventures which included battles with several of the Soul Society captains. It was during this that Aizen was revealed to be a traitor along with two conspirators: Gin Ichimaru and Kaname Tosen. Yoruichi added that she had been in cat form most of the time and only revealed her true form to Ichigo to help him prepare to face Byakuya before Rukia's execution. While it was surprising that one little question had led to such a long story, Yoruichi felt it necessary to explain everything. And the whole story, not just the whole Ichigo seeing her naked part, caught Ben's attention.

Ben himself was a little irked at hearing about Soul Society. This place was the afterlife but the people didn't seem friendly. Ben wasn't looking forward to meeting this Byakuya guy. Renji seemed decent and Ben was grateful the guy had a change of heart to save Rukia. So far, Ben had respect for all the Shinigami who came to Karakura Town. At least they had been willing to rebel against what was going on.

"So, Ben," Yoruichi said after having told her story, "Now that you know what Soul Society is like...do you still want to help us?"

Ben frowned as he thought his answer carefully. "I don't agree with what Soul Society does, but I can't just sit back and not help. As bad as Soul Society sounds, this Aizen guy is probably worse. And teaming up with Eon..." Ben sighed. "I'll still help. But if Soul Society plans on doing something I don't agree with, I'm not going along with it. They can't tell me what to do."

Yoruichi and Urahara smiled and felt their respect for the boy rise. He and Ichigo were very similar.

* * *

But unknown to the people of Karakura Town, trouble was brewing. Grimmjow knew better than to just sit around and wait. That orange-haired Shinigami and that Ben Tennyson guy were threats needed to be eliminated as soon as possible. So, he had sneaked out of Hueco Mundo and made his way to Karakura Town. He sat down on the roof of a nearby skyscraper, waiting for those under his command to arrive. Just then, the sky started to open the same way it did when Ulquiorra and Yammy had left.

"Finally," Grimmjow muttered as his men came through the portal. Besides the tall man with the slanted hat-like mask remains, there were four others. One was a large, fat man whose mask remains covered half of his half. Then there was a buff man with a red mohawk and mask remains that resembled sunglasses on his nose. After him was a slim, blonde-haired man with mask remains that resembled a small horned helmet on his head. The last one was the shortest of them. His mask remains covered over his left eye and his head with a hammerhead-like appearance. His really sharp teeth certainly added to it.

Grimmjow stood up. "You guys didn't let anyone see ya, right?"

"Of course not," the man with the hat-like mask remains said. "Although in coming here...I couldn't help noticing some very powerful reiatsu." He frowned. "But they were not included in Ulquiorra's report."

"Damn," Grimmjow swore. He glared at his team. "Turn up your Pequisa to full throttle!"

The six Arrancar closed their eyes and began focusing their Pesquisa, a special sonar-like technique that allowed Arrancar to better sense reiatsu. Grimmjow snarled at the noticeable amount he was sensing. Some were small but there were some decently powerful ones. "I knew it...the signals are multiplying like crazy! I bet they even went as far as to call in some reinforcements from Soul Society! It looks like we got our work cut out for us, boys. Like I said...killing them ASAP would have been best plan of action." His eyes narrowed. "This is what you get for not finishing them off, Ulquiorra."

He looked at his gang and addressed each one. "Di Roy," the shark like one, "Shawlong," the one with the hat-like mask remains, "Edrad," the muscular one, "Ylfordt," the one with the helmet-like remains, "Nakeem," the fat one, "Let's go. Don't hold back. Don't even bother distinguishing them from one another. I don't care who they are, if they show even a bit of reiatsu..." His face became feral. "Kill them. Kill them all!"

* * *

Unaware of the impending danger awaiting them, the Shinigami were all having their own little moments. Rukia, who had convinced Ichigo's family to let her stay, was having a comical argument with Ichigo. She had intended on staying in his closet, but Ichigo was determined to have her sleep in his sister's room. Yumichika and Ikkaku hadn't found a place to stay and were having a discussion about pre-made rice balls. Rangiku, who was staying at Orihime's place, was enjoying dinner with her friend and host. The two had very strange tastes in food. Hitsugaya, who was also staying with them, refused to eat and lamented about getting some real food. Renji was still sitting outside across Urahara's shop. Ben had half a mind to get out there and drag the guy into the shop since that's obviously where he wanted to go.

Grimmjow grinned as his group pinpointed the location of the highest reiatus. "Great. Looks like everyone's accounted for. So...do not let a single one of them escape!

With that, Grimmjow's gang scattered to fulfill their leader's orders.

* * *

Ben himself was getting ready for bed, having finally managed to shake the image of a buck naked Yoruichi out of his head (and managing, remarkably, to keep blood from flowing out of his nose) enough to get some sleep, when Urahara walked to the room he was staying in.

"Tennyson-san," he said grimly, "We have a situation: Six new Arrancar have invaded."

Ben spun around in shock, fully awake. "Six?! Already?!"

"They seem to be targeting anyone with significant reiatsu. I believe they intend a massacre."

Ben's eyes narrowed. "Not on my watch!" He was about to dash otuside when Urahara stopped him. "Huh?"

"Tennyson-san," Urahara said, "I highly recommend you transform before you go off to battle. The time you take to activate your Omnitrix and decide which alien to use leaves you too vulnerable and the enemy will take advantage of that."

Ben nodded. That made sense. He activated the Omnitrix, scrolled through the aliens until he came to one. In flash of green light, Ben had transformed into a pharaoh mummy-looking alien. "Snare-oh? I wanted Astrodactyl."

"Oh, a mummy alien?" Urahara observed him. "I don't think I've seen this one yet."

Snare-oh sighed. This might not have been the alien he wanted but it would have to do. "Just watch." With that, Snare-oh dashed out the shop. And no sooner had he stepped outside did he come to a halt. Up in the sky were Renji, who had left his gigai, and a blonde-haired guy with a horned helment. "Renji?"

Both Renji and his opponent turned their heads at the sound the alien's voice. Renji blinked a few times at what he was seeing. "A mummy?" He squinted his eyes and saw the Omnitrix symbol. Remembering seeing that symbol on Humongousaur, he finally recognized who it was. "Ben?" Then he made a face. "How does a mummy qualify as an alien? I mean, do aliens even have mummies?"

Snare-oh groaned. "Now's not a good time for this, Renji. I'm here to help."

"Ben?" The blonde-haired Arrancar repeated. "As in, Ben Tennyson?" With a smirk, the blonde-haired guy suddenly disappeared and in an instant, appeared right in front of Snare-oh, who blinked in shock. The Arrancar prepared to attack but instead had to block a slash from Renji, who also suddenly appeared to attack him.

"Ben!" Renji called. "I've got this guy. Find Ichigo and help him."

"Ichigo?" Snare-oh asked.

"Yeah," Renji said. "I don't think he's ready to fight the Arrancar again so soon. You've got to help him."

"You sure you got this?" Snare-oh asked.

"Yes! Now go!"

With a nod, Snare-oh went off to find Ichigo. Ylfordt sneered.

"Doesn't matter, _brother,_" he told Renji mockingly. "That guy might've done good against Yammy but he's no match for any of us."

Renji narrowed his eyes. "You knew his name? How?"

Ylfordt laughed. "What makes you think I'll tell you that, _brother?" _With a heave, Ylfordt pushed Renji away from him.

Renji frowned. "Howl, Zabimaru!"

* * *

Snare-oh looked back and forth as he ran down the street. No sign of Ichigo anywhere. He groaned. He was getting nowhere. "See?" He told the Omnitrix. "_This _is why I needed Astrodactyl." He raised his hand toward a nearby skyscraper. His arm unraveled itself and the bandages shot towards the building's roof. Snare-oh hefted himself all the way up top. Hopefully with this high view he could see where everyone was as he hopped from rooftop to rooftop.

In a distance he should see Hitsugaya engaging a tall Arrancar with a ponytail (or maybe a pigtail) while Rangiku was fighting a rotund Arrancar. And on a street nearby he could see Ikkaku fighting an Arrancar that reminded him of Yammy but seemed smaller; Yumichika was nearby next to some sniveling red-haired kid that Ben faintly remembered was from Ichigo's class. But where was Ichigo? Then he saw something not too far away. A pillar of ice! He didn't know if it was an Arrancar responsible or maybe Rukia since he knew Ichigo didn't have any ice abilities. And since Rukia had been staying with Ichigo, maybe she knew where he was. With that, Snare-oh swung his way to where the ice pillar came from.

* * *

Ichigo was having his own problems. He had managed to save Chad from being killed by the Arrancar known as Di Roy and was about to fight him when Rukia had interfered. She had decided to battle Di Roy while her gigai, controlled by a hyperactive and cutesy-acting mod soul named Chappy held him down. Painfully he would add. At the moment he was yelling his head off.

"Oh, hush, pyon!" Chappy told him childishly, pouting. "If you weren't so stubborn, I wouldn't have to use force, pyon."

"Shut up with that pyon, pyon!" Ichigo shouted. "Besides, how am I supposed to shut up when I'm pain like this?!" Chappy started twisting his arm with a light "pyon" for emphasis. He started screaming louder. "Let go of my arm! Let go! You're gonna rip it off, dammit! I'll kill you!"

Chappy leaned in close, her voice sounding vicious despite the cutesy look on her face. "Hmm, I don't wanna die so I guess before you kill me...I have no choice but to kill you first, pyon!" Ichigo began panicking.

Just then Chappy found her body wrapped up in white bandages. She released Ichigo's arm in surprised as she was yanked into the air. Ichigo turned to see who his savior was and saw Snare-oh, with Chappy hefted above his head.

"Sheesh, Ichigo. Can you yell any louder?" Snare-oh asked. "And why is Rukia trying to break your arm off?"

"I'm not Rukia-sama," Chappy retorted, pouting. "I'm her loyal servant Chappy, pyon."

"Pyon? What's with that?"

Ichigo blinked as he looked at the mummy. Then he spotted the Omnitrix symbol on it. "B-ben?"

"That's right. Ichigo, say hello to Snare-oh."

"Snare-oh?" Ichigo deadpanned. "Seriously? You couldn't come up with a cooler name than that?"

"Hey! Snare-oh's an awesome name!"

"Yeah, right! And why are you a mummy?! How is _that _an alien?!"

"Hey, mummies can be aliens too!" Snare-oh snapped.

"An alien mummy? That sounds like something from a cheap B-movie!" Ichigo shot back.

"What are you idiots doing?"

Snare-oh, Ichigo, and Chappy all turned their heads to see Rukia approaching them. Snare-oh noticed the pure white blade in her hand.

"Rukia?" Snare-oh looked back and forth between her and the tied up Chappy. "Oh! Chappy's a mod soul!"

"That's right! Now let go of me, pyon!"

Rukia studied the mummy. "Ben, please release Chappy."

"You knew it was Ben?" Ichigo asked.

"Who else would it be? Besides, he has that symbol on his chest like that Humongousaur form did."

Snare-oh put Chappy down, who joined her mistress's side, leveling a childish glare at the mummy-like alien. "So, Rukia. That ice pillar I saw. Was that you?"

Rukia nodded. "That was the work of my blade, Sode no Shirayuki."

"It's one of the most beautiful Zanpakuto in all of Soul Society," Chappy explained. "An ice and snow type. The blade, the handguard, the hilt, everything about it is pure white." Then she added, "Pyon."

Ichigo deadpanned. "That killed it."

"Rukia-sama always had the capabilities to become a seated officer," Chappy went on. "However, the responsibilities of a seated officer open the doors to many dangers. In order to spare Rukia-sama from such danger, a certain person talked to the other captains to make sure that she was permanently exempt from ever getting a promotion."

Snare-oh and Ichigo both looked at Chappy. "Who?" Snare-oh asked.

"Kuchiki...Byakuya-sama,"

Both Snare-oh and Ichigo were shocked at hearing this. Both knew what a jerk Rukia's brother was-Yoruichi had mentioned Byakuya from time to time while sparring with Ben-and Ben wondered if it was a nice thing he did to make sure that Rukia never became a seated officer. Sure he did it to apparently keep her out of danger but...

"Pyon," Chappy added.

Ichigo scowled. "That killed it again."

Chappy frowned at Ichigo and lunged at him. Ichigo flinched but Snare-oh was able to catch Chappy before she attacked him again, eliciting an angry, yet childish (and admittedly cute) growl from the mod soul. Rukia frowned at all of them. "What are you three doing? If you don't mind I'd like to get go..."

But her words feel short as she, Ichigo, and Snare-oh all felt a crushing presence rain down upon them. To Snare-oh, it felt like somebody had turned up the gravity.

"What is this?" A voice called. "So you're the guys who did in Di Roy, huh?" The two Shinigami and alien all looked up to see a grinning Grimmjow approaching them. "If that's the case, I'll have to make your deaths extra bloody! I'm Arrancar No. 6, Grimmjow! Nice knowing ya, Shinigami."

Snare-oh felt a shiver run down what served as his spine. He had a bad feeling about this.

Arrancar No. 6? Sixth Arrancar? What did that mean? He had little time to ponder as this Grimmjow guy casually made his way to the street. Hands in his pockets like this was a Sunday stroll through the park. He smirked at the three of them. Rukia could feel herself panicking. This guy's reiatsu was more powerful than other other Arrancars in the area. He was a on a whole different level.

"Well now..."Grimmjow said suddenly. "Which one is it?"

The three were confused by his words.

"What I want to know is...which one of you is the strongest?!"

Rukia's eyes widened. This was very bad. "Ichigo! Ben! Get out of here now!"

And that's all she got to say when Grimmjow buried his fist right _through _the chest. Her wide eyes turned to look at Grimmjow, who simply sneered at her.

Grimmjow said, "Yup. Definitely ain't you."

Rukia was only able to curse weakly as Grimmjow pulled his fist out of her and she collapsed to the ground.

"Rukia!" Snare-oh and Ichigo bellowed. Both boys charged forward to attack Grimmjow. Snare-oh unleashed his bandages in hopes of binding the Arrancar up but Grimmjow grabbed them.

"What's this? Bandages? Seriously?" The Arrancar asked mockingly.

"Uh-oh," Was all Snare-oh could say as Grimmjow gave a mighty yank that flung Snare-oh over his head and smashing into the concrete ground. Ichigo went to slash Grimmjow but the Arrancar blocked it with his forearm. With a small little push, he managed to knock Ichigo backwards and up into the sky. Ichigo quickly used his powers to make a foothold of spiritual pressure. He swore in frustration. Meanwhile a bored Grimmjow stuck his pinkie in his ear.

"Hey!" He called to Ichigo. "You takin' me lightly, Shinigami? I don't feel like kilin' ya when you're like that."

Just then white bandages wrapped around Grimmjow. He was able to turn his head and saw Snare-oh back on his feet.

"What goes around comes around!" With a mighty heave Snare-oh attempted to the same maneuver Grimmjow had just used on him. But when he launced Grimmjow into the air, the Arrancar simply stood there and refused to budge. With barely a struggle, Grimmjow broke free of his bindings. Sneering wickedly, he launched himself forward...plunging his fist into Snare-oh's chest.

"Ben!" Ichigo cried in horror. First Rukia, now Ben!

But it was Grimmjow who was surprised now. His arm had gone right through the mummy creature...but there was nothing there. No organs, no bones. It was as if the creature's body wasn't covered in wrappings...but was the wrappings themselves!

"Surprise!" Snare-oh said smugly before slugging Grimmjow in the face. But to his disappointment, the blow only made Grimmjow stagger a step back. He laughed.

"That was it?" Grimmjow asked. "Come on. I know who you are. You're that Ben Tennyson guy! The one with the Omnitrix!"

Snare-oh's eyes widened. Then they narrowed. "Eon told you, didn't he?"

"Not bad," Grimmjow complimented. "I don't know about this alien right here, but maybe you should try that Diamondhead guy you used on Yammy." he smirked. "Not like it makes any difference. He's nothing compared to me." He looked at Ichigo. "So both of you give me all you got! If you don't...I'll do what I did to your friend over there...and put holes in both of you!"

Oh that did! Now the two were really mad!

"You bastard!" Ichigo yelled. He grabbed his zanpakuto and held it out in front of him. "Bankai!"

Snare-oh was forced to wrap his bandages around a nearby lamp post at the power Ichigo was unleashing. Snare-oh turned his head and saw Ichigo in the same garments and wielding the same sword he had used against Yammy. Grimmjow didn't look impressed.

"Is that it?" the Arrancar asked mockingly.

In reply, Ichigo appeared next to Grimmjow in a flash, shocking Snare-oh at the speed. But when Ichigo brought his sword down, Grimmjow quickly moved back. But the ground Ichigo struck was demolished. Both were suddenly aware of a flash of green light nearby. Grimmjow turned to see what had caused the flash...and had to dodge an incoming fireball!

Where Snare-oh once stood was now a fierce looking creature that seemed to be made of fire and magma. Ichigo stared at this new form. "Ben?"

The fiery alien smirked at Ichigo as building started building up in his hands. "Call me...Heatblast!" He unleashed twin streams of flame from his hands.

Grimmjow's eyes widened as he went airborne to dodge the flames. Ichigo saw this as his cue to attack and slashed. But Grimmjow caught the blade bare-handed. Ichigo barely had time to be shocked as Grimmjow flung him back. And Ichigo flew several feet. But Grimmjow didn't have to react as Heatblast shot himself into the air by using the flames from his fists as propulsion. Grimmjow moved out of the way and prepared to attack. Not wanting to see if Grimmjow could move fast enough to hurt his magma body, Heatblast created a sphere of flames around himself.

"Graaah!" Grimmjow snarled as he felt the heat from the flames scorching his skin. Ichigo suddenly appeared behind him and swung with his sword. Grimmjow knocked the blade's trajectory off with his left elbow. He was about to strike again when Heatblast punched him in the face. Heatblast's own impressive strength knocked Grimmjow back while the intense heat of his fist scorched Grimmjow's face. Grimmjow growled. While injured, the pain was only angering him further. Ichigo tried to go for another attack but Grimmjow quickly kicked him out of the way. Heatblast tried to attack again and Grimmjow quickly elbowed him in the back, sending him fall to the ground alongside Ichigo. But the contact that seared his sleeve had caused a light burn on his elbow.

"And here I thought you'd be worth killing," Grimmjow said to the two. "The Shinigami's got the speed, but no power. And the alien guy has the power, but no speed. Is that the best you losers can do?"

Heatblast glared up at Grimmjow. "I am really fed up with this guy. What do you say, Ichigo? Time to end this?"

Ichigo got up and started focusing his power. "Yeah."

Heatblast smirked as he began focusing his power, his body and flames getting hotter and hotter. Ichigo was focusing his own power and what seemed to be dark flames or some kind of shadow started gathering around his sword.

"Getsuga...Tensho!" Ichigo yelled as he unleashed the shadow flame thing at Grimmjow.

"Take this!" Heatblast yelled as he fired a supercharged tornado of fire alongside Ichigo's Getsuga Tensho. And then something incredible happened. The two attacks seemed to meld together, creating a tornado of shadow and flame right towards Grimmjow. Unable to dodge out of the way in time, Grimmjow crossed his arms in defense of the attack. The attacks struck Grimmjow, creating a massive explosion in the sky.

Heatblast waited anxiously. "Did we get him?" He looked over at Ichigo, who seemed out of breath as he focused on where Grimmjow had been standing. The smoke from the explosion cleared...revealing Grimmjow. He was severely cut and badly burned...but he was alive. "Oh, man!"

Grimmjow lowered his cut and burnt arms to give a wicked smirk. Heatblast could make out an X shaped mark on his chest. One line was a vicious burn while the other was gash. There was also a nasty cut along his head, causing blood to run down one eye, while there was a burn mark down the other one. His clothes were singed. "What the hell was that?" He asked. "That little trick wasn't in Ulquiorra's report, Shinigami."

Ichigo smirked back. "Did that end your disappointment, Arrancar?" Suddenly he clutched his eye. "Wait." He seemed to be saying to himself. "Just a little longer, dammit!"

Heatblast looked at Ichigo. "You okay, Ichigo?" But he looked back at Grimmjow when the guy started laughing.

"Isn't this great, you two?" He called to them. "I finally find you worth killing!"

Heatblast scoffed as he formed fireballs in his hands. "Just try it."

Grimmjow grinned. "Gladly!" He grabbed the hilt of his sword and started to unsheathe it when suddenly someone new appeared behind him. A man with dark skin, braided hair, and a band like visor over his eyes.

"Sheathe your sword, Grimmjow," The man ordered.

Grimmjow grimaced. "Tosen."

"Tosen?" Heatblast repeated.

"Why the Hell are you here?" Grimmjow demanded.

"Why?" Tosen said. "Do you really not know why? Taking it upon yourself to invade the living world, mobilizing five Arrancar without permission, and leading them to their deaths. It was all...against orders. You understand, right? Aizen-sama is furious, Grimmjow."

So this Tosen guy had been sent to retrieve Grimmjow. Heatblast took in all that Tosen said. Five Arrancar and leading them to their deaths? So that meant the others had beaten the Arrancar they had been fighting.

Tosen started walking in mid-air away from Grimmjow. "Let's go. Your punishment will be decided in Hueco Mundo."

Grimmjow swore. "Fine." He turned around and started following Tosen.

Heatblast let out a sigh of relief. At least they were retreating. Ichigo on the other hand, wasn't as pleased. "Wait!" Ichigo shouted. "Where the Hell are you going?!"

Grimmjow looked over his shoulder. "Shut your trap. I'm going back." A portal like the one Ulquiorra had made appeared in the sky. "To Hueco Mundo."

"Good-bye and good riddance," Heatblast said.

"Stop messing around!" Ichigo yelled angrily. "You think you can attack us and then suddenly leave on a whim? Our fight isn't over!"

Grimmjow paused. "Our fight...isn't over?" He looked back over his shoulder. "Don't kid yourself! The only reason you're still alive is because our fight isn't over."

"Then how come you're the one all beat up?" Heatblast challenged.

Grimmjow shrugged. "I'll admit, the two of you aren't bad working together and you got some decent blows on me. But let's face the facts." He looked over at Ichigo. "You needed your alien buddy to save your ass, didn't you, Shinigami?" Ichigo froze. Grimmjow went on. "But still...the two of you wouldn't have stood a chance against me in my released state."

"Released state?" Heatblast and Ichigo said simultaneously.

Grimmjow smirked. "Make sure...you don't forget my name. And pray that you never hear it again." As the portal started closing, he called out his name. "It's Grimmjow Jaegerjaquez! The next time you hear it will be your last!" And the portal closed. Ichigo stared up where the portal had once been standing. Heatblast turned back into Ben.

"Ichigo?" Ben asked. "Are you okay?"

Ichigo didn't reply. Hearing movement behind him, Ben turned to see Renji walking over to them.

"What happened?" Renji asked.

Ben answered, "Some guy called Tosen came and took that Grimmjow guy back to Hueco Mundo."

Renji took this information in. "So...did you lose?"

"Nobody really won," Ben said.

"I lost," Ichigo stated.

Ben and Renji both turned their heads at Ichigo.

"What do you mean 'you lost'? The fight got interrupted," Ben pointed out.

"He was right," Ichigo said. "I couldn't do anything to him until I used the Getsuga Tensho. You really did save me, Ben. Again."

"You're alive at least," Renji reminded him. "Sometimes being alive is better than winning."

"Shut up," Ichigo told him. "You wouldn't say that if you were in my position." Ichigo hung his head. "I can't protect anyone. I can't even help the wounded. I...lost."

"So what did you learn?" Ben questioned.

Renji and Ichigo both looked Ben, who had asked that question. "Huh?" Ichigo asked.

Ben knew the way Ichigo was acting. It was the same way Ben had been when he had lost Feedback to Malware all those years ago. And he was going to say the same thing Azmuth had said to him way back when.

"Losing this battle was hard, wasn't it?" Ben asked. "Just like losing against Yammy." He could tell that Ichigo was still pretty banged up about that fight too.

"Yeah," Ichigo admitted, his eyes downcast.

"Well you can let those losses define you from now on...or you can learn from them." Ichigo stared at Ben. "Beating yourself up is just helping Grimmjow, Yammy, Ulquiorra, and everyone else out there who you'll be up against. So instead of putting yourself down…how about putting the bad guys down instead?"

Ichigo just continued staring at Ben in silence. Renji was surprised and pretty impressed at the kid's insight and wisdom. There was lot more to him than just simply turning into different aliens. Ichigo felt resolve building up. Ben was right. Sitting around moping wasn't going to help matters. If he wasn't strong enough to protect anyone...then he would become strong enough! He wasn't going to lose anymore. Not to Yammy. Not to Grimmjow. Not to _Him. _Ichigo gave a small smile.

"Thanks, Ben."

Ben grinned back. "Anytime, Ichigo. Anytime."

Renji nodded in approval. "Come on. The others are waiting for us."

* * *

Back in Hueco Mundo, Grimmjow and Tosen were standing before Aizen's thrown. Grimmjow had his hands in his pockets, like this really didn't matter.

"Welcome home, Grimmjow." Aizen said.

Grimmjow just looked at Aizen, not replying back.

"Well?" Tosen asked him. "Is there anything you have to say for yourself?"

"Nope," Grimmjow replied casually.

Tosen grit his teeth at Grimmjow's rudeness. "You bastard..."

"It's fine, Kaname," Aizen said. "After all, I'm not even the least bit upset."

"Aizen-sama!?" Tosen cried.

"I feel that Grimmjow's initiative and actions were indicative of a rare loyalty and desire to serve," Aizen said. "Is that not so...Grimmjow?"

Grimmjow narrowed his eyes at Aizen. He didn't speak for a moment and then. "...yeah. That's right." Tosen angrily grabbed Grimmjow's jacket. He glared Tosen. "What do you want, Tosen?"

"Aizen-sama!" Tosen shouted to his leader. "Allow me to execute this man!"

"Kaname," Aizen said.

"The way I see it," Grimmjow said smugly. "You just don't like me and that's all there is to it. Is that really the right kinda attitude for a commanding officer?"

"I have no tolerance for those who seek to cause discord," Tosen replied. "That's all there is to it."

"For the group's sake?" Grimmjow asked.

"For Aizen-sama's sake," Tosen corrected.

"Ha!" Grimmjow laughed. "You never miss a chance to bring up your righteous moral crap, do you?"

"Yes," Tosen said as his hand rested on his sword's hilt. "Moral justice. Something missing from your actions. For justice without righteous morals is no different from senseless murder. However murder in the name of moral justice is..." And in one quick movement he managed to unsheathe his sword and slash off Grimmjow's left arm. "Righteous." Grimmjow screamed in pain as his severed limb landed on the floor. "Hadou #54 Haien!" Tosen unleashed an energy slash from his sword towards Grimmjow's arm. The arm burst into flames and was reduced to nothing.

Grimmjow glared viciously at Tosen. "You bastard! My arm!" He prepared to attack. "I'll kill you!"

"Stop, Grimmjow," Aizen ordered. "If you decide to go and attack Kaname there...I would no longer have any reason to pardon you."

Grimmjow glared angrily at Aizen. But he knew better than to attack him of all people. He stormed out.

* * *

Later, as Aizen walked down a flight of stairs...

"Still playing around with your subordinates? Now that ain't a nice thing to do."

"So you were watching...Gin."

Sure enough there stood Gin Ichimaru, a grinning, white haired man, whose smirk and closed eyes gave him such a snake like appearance.

"You knew right from the get-go that Kaname'd act like that long as you kept egging him on, didn't ya?" Gin asked.

"Perhaps," Aizen replied.

"And on top of that, we lost five Arrancar." Gin added.

"That is not an issue," Aizen assured him. "After all, they were only low-ranked Numeros. This won't affect our plans in any way. Once we ready the Vasto Lorde and complete the Espada...no enemy will stand in our way."

"And what about Ben Tennyson? Are you sure these Vasto Lorde will be a match for him?" Aizen and Gin turned to see Eon walking into the room. Eon continued, "The boy has faced many powerful enemies before. Do not underestimate him."

"This Ben Tennyson does deserve recognition," Aizen admitted. "I'm sure he was partially responsible for the burns on Grimmjow's body."

"I had a nice little...chat with Grimmjow just a while ago," Eon said. "It was his doing alright. From what Grimmjow told me, Ben was using Heatblast. Another veteran alien who specializes in fire. If the name wasn't an obvious giveaway."

"This boy's just full of tricks, isn't he?" Gin commented. "A regular one man army."

"And resourceful, I'll give him that," Eon said. "The boy used to rely on just charging recklessly and using brute force to handle all his problems. He's come a long way since then."

"I will admit that the two, Ben and Ichigo, working together make a great force," Aizen said. "But not even they can hope to stop us. Omnitrix or not."

"Aizen, your arrogance might just become your downfall," Eon warned.

* * *

Ben and the others were gathered around Orihime, who was using her own unique abilities to heal Rukia. Ichigo felt the guilt start building when he gazed upon her fallen form, but then he remembered Ben's words and his resolved steeled. Orhime had noticed this and wondered what had happened.

"That's a really useful ability, Orihime," Ben said as he watched her healing Rukia. The orange-haired girl smiled at Ben's compliment.

"Thank you, Tennyson-kun," she said.

Ben grinned. "You can just call me, Ben, Orihime. All my friends do."

Orihime soon finished up on Rukia, who slowly rose from her position, rubbing the place where her wound once was.

"Man," Ben grinned. "Wish I had you in my universe, Orihime. Having your healing abilities around would really come in handy."

"That's true," Rukia agreed. "Thank you, Inoue. You've improved your skills rather quickly."

Orihime tried to wave off the praise. "N-no, not at all. I didn't..."

"You all healed, Rukia?" Ichigo asked, looking her over to make sure.

Rukia was about to make a witty retorty when she noticed the steel look in his eyes and was taken aback by it. Then she realized why. "Look, what happened wasn't your fault."

"Still," Ben hung his head, "I'm sorry that happened to you, Rukia."

Rukia turned to look at the Omnitrix wielder and her face softened. She was used to this kind of routine with Ichigo but Ben...she had asked Ichigo about him and Ichigo was convinced that Ben was from another universe and a genuine superhero. If that was the case, he must've felt guilty for someone getting hurt on his watch. "I'm fine, you two. You don't need to worry about me."

"Oh," Ichigo muttered. He still felt bad but he knew moping around wasn't going to get him anywhere. Rukia studied him for a moment.

"Is this about your Inner Hollow?" she asked .

Ben blinked. "Inner Hollow? What's that?"

"Maybe you should ask Urahara about it," Rukia suggested, ignoring Ben's question since she couldn't think of a proper answer to give him. "He's the one that trained you so he should know something about it."

Ichigo shook his head. "I don't think I can ask Hat 'n' Clogs about this. He never said anything about it, but I'm sure he already knows. If he knew a solution about it, I'm sure he would've told me about it before I left for Soul Society. The fact that he hasn't means he doesn't know a way to suppress it either. He was nice enough to train me and I'm grateful just for that. That's why, as far as this thing is concerned, I don't really feel like questioning him, pretending like he'll give me the answers."

"I'll help."

They all turned to Ben in surprise. "I don't really know what's going on but I can guess. There's something inside of you, isn't there, Ichigo? And it's trying to take control over you, isn't it?"

Once again Ben had found a way to strike Ichigo speechless. "How did you...?"

"I know what that feels like," Ben admitted, shocking everyone. "One of my aliens, Ghostfreak, had a mind of his own and actually tried possessing me."

Ichigo couldn't believe it. While Ben didn't have an Inner Hollow, this Ghostfreak, by name alone, implied that Ben had an understanding of what was happening to him.

"I know what it's like when something or someone else is trying to control you," Ben went on. "I don't know if I can be of any help but_ if_ I can, just let me know."

Normally Ichigo would have told whoever offered that that he didn't need any help. Not out of pride or arrogance but because of his belief that he should be the one to do everything. Nonetheless, he knew that he owed Ben. Ben had saved Inoue, Chad, and himself from Yammy and Ulquiorra. And Ben had helped him fighting Grimmjow. This was something he had to do alone, but it was also something that Ben understood. Maybe...Ben could help.

* * *

Unknown the three, they were being watched.

"See? I told you!"

"Save it, Shinji. The kid's got potential, I'll give him that. But why us? What can we teach him?"

"Urahara can only do so much for the boy, Love. We can help both him and Ichigo. And why not? Ben's seems to be a positive influence on Ichigo. That could help make things easier."

"Doubt Ichigo's gonna tell Ben about us."

"Well, Ben did offer to help Ichigo, Kensei. So it's likely Ichigo _might _bring him."

"Maybe. Maybe not, Rose. We'll have to wait and see."

**End of Chapter**

**Well, everyone. I hope you enjoyed the chapters so far. Like I said, I won't upload anymore until I have made more progress on Bleach: Ultimate Alien. Though I hope you guys really did like what I have written so far. **

**By the way, if anyone is interested, I have some story challenges. I know some of them might be a bit far fetched but they can be done if someone wants to work on them:**

**Ben 10/X-men**

**Ben 10/Queen's Blade (I don't know a whole lot about it so don't judge me.)**

**Transformers/X-men**

**Transformers/Justice League**

**Transformers/Beast Wars/Bleach**

**If anyone wants to take up these challenges, let me know.**


	4. The Vizards

**Disclaimer: Ben 10 and Bleach do not belong to me. Special thanks to Pyromania101 and Kamen Rider Chrome for their help in making this chapter.**

**For the record, I know that they are called Visoreds in most recent work. But I like Vizards better.**

**The Vizards**

Ichigo was standing at the spot where Ulquiorra and Yammy had first appeared, remembering all that had happened. Them, Grimmjow, all these Arrancar were so powerful, and his Inner Hollow had interfered with each fight. Ichigo knew that if he didn't do something, his Hollow may very well take control of him. He couldn't go on like this. Ichigo knew what he must do. He turned around and headed towards Urahara's shop. Of all the people he trusted, Ben was the only one who understood what he was going through. Therefore, Ichigo felt more comfortable with Ben being with him for what he was about to do.

It was strange that Ichigo had started to trust the foreigner who he'd only known for a short time more than he did friends he'd known for years. Of course, Ben was stranger. The kid could turn into aliens and Ichigo wondered if he'd seen everything Ben could do with that watch of his.

When Ichigo got to the shop, he was about to open the door when it suddenly opened to reveal Yoruichi.

"Hey, Ichigo," she greeted the orange-haired Substitute Shinigami. "What brings you here?"

"Hello, Yoruichi," Ichigo greeted. "Is Ben here?"

Yoruichi blinked in surprise at Ichigo's request but then gave a light smile. From what she had gathered the night before, Ben was having a bit of an influence on the Strawberry. "He's training with Kisuke right now. Come on in."

Ichigo nodded in gratitude as Yoruichi led him inside and down to the underground shaft. When they got down, Ichigo was greeted to a bizarre sight. Urahara had his sword drawn and was facing…what looked like a giant orange crab surrounded by some sort of electrical force field. He knew in an instant it was Ben. The symbol of the Omnitrix was also an obvious giveaway to the crab's identity.

"I must say, Tennyson-san," Urahara complimented, "This Brainstorm's use of intellect and electrical controls could be quite useful."

"Indeed so, Mr. Urahara," The crab, Brainstorm, replied in a British accent. "With my enlarged cranium and superior intellect, I will most certainly snatch victory from you."

Urahara smirked. "Are you saying you're smarter than me because your head is bigger?"

"No sir. I say I'm smarter than you because my _brain _is bigger."

Urahara continued smirking as he sent a wave of energy from his sword at Brainstorm. Said alien added more power to his force field as the attack struck. The blast and resulting explosion shook Brainstorm considerably but the force field held, though Urahara could hear Brainstorm grunt a bit.

"I see," Urahara theorized. "This form's powers must require intense concentration. Luckily Brainstorm's greater intelligence should help matters."

"Indeed," Brainstorm admitted. "Though you will find that this form is capable of more things than mere defense!" With that, bolts of electricity shot from the force field towards Urahara, who created his own energy shield to block the attack.

"It seems we're at an impasse," Urahara said. "Your electricity makes me unable to use close ranged attacks and cancel out my long ranged attacks."

"Do you admit defeat then, Mr. Urahara?" Brainstorm asked smugly.

Urahara just smirked again. While Brainstorm's powers made his normal attacks useless, he could still easily use Kido against the crab. He was sorely tempted to mess with the egotistical alien a little more, but he had noticed Yoruichi and Ichigo enter the room. If Ichigo was here, then it was probably important.

"We'll have to put our training on hold, Tennyson-san," Urahara said. "It seems we have company."

"Huh?" Brainstorm turned to see Yoruichi and Ichigo standing there. He dropped the force field and turned back to normal. "Hey, Yoruichi. Hey, Ichigo. What's up?"

"Ichigo was looking for you, Ben," Yoruichi said, pointing to Ichigo with her thumb.

Ben blinked before focusing on his new friend. "Something wrong, Ichigo?"

Ichigo looked at the ground, trying to think of a way to say what he needed to. "Ben, can you…come with me for a moment?"

Ben was confused by Ichigo's actions but shrugged. "Sure, man." He looked at Urahara. "That alright?"

Urahara waved his fan in front of his face. "Don't mind me, Tennyson-san. I think we've made some good progress today. Go off and have a break."

Ben nodded and followed Ichigo out of the shaft. Yoruichi and Urahara looked at each other.

"So…Ichigo's finally going to see _them,_" Yoruichi said.

"I'm surprised he took Ben with him," Urahara noted. "I thought he would go confront _them _alone."

Yoruichi grinned. "Ben is having a bit of an effect on Ichigo."

"Well, Ben is a superhero after all," Urahara pointed out. "He tends to have that effect on people just like Paradox said."

Yoruichi nodded her head. "I think those two will really become quite the team."

"That's what I'm counting on," Urahara smiled.

* * *

"What's up, Ichigo?" Ben asked as they walked down the street.

Ichigo looked at his feet. "I…need your help."

Ben looked at Ichigo. He needed _his _help? Did it have something to do with that Inner Hollow thing they talked about the other night? "Sure, Ichigo. I'll be glad to help. What's up?"

"A few days ago, before I met you, I met this guy named Hirako Shinji. He told me about these people called Vizards."

"Vizards?" Ben wasn't familiar with the term. It sounded like a weird name for a weird band.

"Shinigami who got Hollow powers," Ichigo replied.

"Shinigami who got Hollow powers?" Ben repeated, his eyes widening. "Shinigami can do that?"

"Looks like it," Ichigo said. "Shinji offered to help me in exchange for joining them."

"And you didn't want to," Ben figured. He shrugged. "Perfectly understandable."

Ichigo was surprised. He half-expected Ben to lecture him for not jumping at the chance to control his Inner Hollow.

"Some strange guy shows up and makes an offer like that out of the blue?" Ben pointed out. "Pretty shady to me. Let me guess: your Hollow thing wasn't bad at first but now it is and you're considering taking these Vizards up on their offer?"

"Yeah," Ichigo said, surprised at how quickly Ben had put things together.

Ben grinned at the stupefied look on his face. "When you've been in the hero business as long as I have, you get used to this kind of stuff."

"Heh," Ichigo gave a weak grin at that. It was hard to believe that this guy right here was an honest superhero. He was certainly an improvement over that Don Kanonji guy. Suddenly Ichigo imagined Ben having his own TV show. He wondered how popular it would be.

"So…do the others know about this?" Ben asked.

Ichigo shook his head, snapping out of his thoughts. "I didn't want them getting involved. This is _my _problem."

"So why come to me?" Ben asked out of curiosity.

Ichigo didn't say anything for a moment before replying. "You're the only one I know who understands what it's like to have something try and control you."

Ah, so that's what it was. Since they had similar experiences, Ben was the only one Ichigo felt comfortable discussing it.

"So you don't trust the Vizards and wanted me to come along as back-up?" Ben pieced together.

"Kinda," Ichigo said, feeling a little ashamed that he was asking someone for help instead of being able to figure it out on his own. It wasn't a matter of pride, it just that Ichigo felt that he should be strong enough to handle his own problems.

Ben smiled and put a reassuring hand on Ichigo's shoulder. "Ichigo, there's nothing wrong with asking someone for help. I know you feel that you should do everything on your own but the fact is, nobody can. I used to be like that and I had to learn the hard way. To be honest, I've lost count of how many times I needed my friends to save my butt."

As a kid he was overconfident with the Omnitrix. To be honest, he could not have made it without Gwen and Grandpa Max who pretty much guided him. And then Kevin and Rook joined the picture. Back then, he wouldn't have admitted it, but Ben had grown up and matured and learnt how to trust the people around him. He may have saved his universe a few times, but he always had help each time. He was never alone. He had friends and allies he could go to for help.

Ichigo stared at his new-found friend in surprise. He found it hard to believe that a guy who could turn into a bunch of aliens needed help in anything.

"But no worries, Ichigo," Ben pointed at himself. "I've got your back. These Vizard guys try to pull anything on you…they'll have to answer to **Ben 10**!"

Ichigo smiled back at Ben. "Thanks, Ben."

"No prob, Ichigo. What are pals for?"

Even though they had only met just recently , Ben already saw Ichigo as his friend. The guy looked and acted a bit like a punk but deep down he was just a guy that cared deeply for his friends. Ben respected a guy who cared about protecting his loved ones.

"So…how do we find these Vizards anyway?" Ben questioned.

"I can sense Shinji's reiatsu," Ichigo said. "I know where he is and he's not alone."

Ichigo led Ben to the warehouse district of Karakura. The two stopped at a run-down old one.

"This the place?" Ben asked.

Ichigo nodded. Both felt pretty anxious at what they were about to face. The door to the warehouse opened up. The two looked at each other, nodded, and walked in.

"So you found us, eh, chum?"

Ichigo and Ben looked up. The warehouse was in shambles; rubble everywhere. Standing among the rubble were eight different people: a green (?) haired girl wearing a white jumpsuit with goggles on her head; a large, portly, man with pinkish hair and moustache; a dark-skinned man with a green jumpsuit, a star-shaped afro, and sunglasses; a man with long, wavy blonde hair dressed in a fancy suit; another girl wearing a sailor suit and glasses; a guy with grey hair; a little girl with blonde pigtails, and the man who addressed them—Shinji. Each and every one of them was holding a sword.

"Ichigo," Shinji grinned. "And you brought a friend."

Ben stepped forward. "The name's Ben Tennyson. I heard you guys offered to help Ichigo."

"That's right," Shinji said. "And by the look on his face, I take it he's made up his mind and decided to join us."

"Hell no!" Ichigo snapped angrily.

Shinji flinched in surprise. "HUH?!"

"Me? Join you guys?" Ichigo scoffed. "Don't kid yourselves. I came here…to _use _you."

Shinji frowned. "Come again?"

"I'm not here to join you guys," Ichigo went on, "But you **_are _**going to teach me how to control the Hollow inside me."

"Well aren't you the cheeky one," Shinji commented. "And who here is going to tell you, tosser?"

"Oh, I'll get it out of you," Ichigo said.

"…And how's that?" Shinji asked.

Ichigo looked up at him. "By force."

Ben frowned. "Whoa, Ichigo. Hold on a minute." He was prepared in case the Vizards caused trouble but that didn't mean he wanted to start trouble if it could be avoided.

"Don't make me laugh," Shinji said.

Ichigo reached into his pocked and pulled out a medallion with a black skull on it. His Shinigami form shot out of his body and towards Shinji as Ben quickly caught Ichigo's now empty body before it hit the floor. Shinji kicked up his sword and blocked Ichigo's attack.

"Ichigo!" Ben shouted after gently laying Ichigo's body down. Sheesh, couldn't this guy think things through? Ben knew that was hypocritical considering how he used to act but still…

"So, you're Ben Tennyson, huh?"

Ben jumped when he realized the other Vizards were suddenly next to him. He looked at the one who addressed him, the one with the star-shaped afro.

"You…know me?" Ben asked, full of suspicion.

"No need to be so hostile toward us," the man with the long hair said. "We're not your enemies."

Ben frowned, not wanting to lower his guard.

"Your doubts are understandable, Tennyson-san," the large man said. "You have every right to be suspicious of us but I can assure you that we bear you no ill will."

"What about Ichigo?" Ben asked. "You guys sure seem eager to have him join you."

"And what's it to you?" The grey-haired guy asked.

Ben frowned. "Ichigo's my pal."

"So you're looking out for your friend?" The girl wearing the sailor outfit said. "And what if you can't help him?"

Ben frowned at her. "That's for _me _to decide."

Suddenly the green-haired girl glomped him. "So it's true? Can you really turn into aliens?" Her voice was dripping with excitement.

Ben faced her. "How in the world do you know _that_?"

Before anyone could answer, the little girl with pigtails got up. The green-haired girl noticed this. "Where are you going, Hiyor~in?"

"Hacchi," the girl addressed the large man in a gruff voice, "Add another five layers to the barrier."

"Very well," the large man said. Ben's eyes narrowed.

"What barrier? And why does he need to add five more layers to it?" Ben demanded.

The girl ignored Ben as she flew up to where Ichigo and Shinji were fighting. "Shinji!" She punched him to the side. "Outta my way!" Shinji went flying while everyone else just stared at the girl, dumbfounded. She looked back at Hacchi. "Didn't I say put five more layers on?"

"Egad!" Hacchi cried. "But there wasn't any time."

The girl smirked. "Whatever." She looked at Ichigo. "Ichigo. Let me tell you something. You're going about this all wrong."

Ichigo eyed her cautiously. "…Wrong?"

"Sure enough, we want you with us," the girl explained, "But…that ain't something for you to decide."

Ichigo looked at her uneasily. "What do you mean?"

"I'm saying that the choice lies with us," the girl replied smugly. "It ain't whether you want to join us or not. We'll see what you can do, then we'll decide whether or not to let you join us or not. That's all there is to it." She pointed at him. "So think about where you stand. You ain't got any right to choose. If you're up to snuff, we'll teach you how to keep your Hollow in check. If not, who knows? You can go wander off, turn into a Hollow, and die in a ditch somewhere."

Ben's body tensed up. He really, really disliked this girl. She turned her back on Ichigo and started walking in mid-air. "Now that we're clear, shift into a Hollow. Let's see the goods."

Ichigo was hesitant but nonetheless he replied. "…No way."

The girl stopped. "You really are as thick as pig shit. I told ya…" She turned around. "You ain't got a choice!" Suddenly something began forming on her head. Some kind of strange mask with a rhino horn and a diamond pattern.

Ben took a step back in shock. "What the?!"

The girl grinned at the shocked look on Ichigo's face. "If you're saying you're too yellow to tap into that Hollow," she said, her voice taking a more menacing tone, "Then I ain't got a choice. I'm gonna drag that Hollow right on out for you…By force."

Ben gritted his teeth. This was bad. He knew it was. Beside him, the other Vizards were freaking out.

"Wait, Hiyori!" The long-haired man shouted to the girl but she promptly ignored him and instead focused on Ichigo, who she could see was clearly nervous.

"What're ya scared of?" she asked mockingly. "Turning into a Hollow ain't tough. I ain't gonna go easy on you like Shinji did. So quit being scared and Hollowfy." She put the mask over her face and suddenly unleashed a surge of power. Ben was knocked off his feet and flat on his butt from it. He looked up and suddenly Hiyori was right in front of Ichigo. "You're…really gonna end up dead."

The next thing that happened was a flash of green light and the next thing Hiyori knew, a blue beam of light hit her. Everything but her head was encased in ice.

"What the hell?!" she cried. With her body frozen, it started plummeting to the warehouse floor. Before she could hit, a strange creature that looked like a big blue lizard caught her and placed her on the ground.

"You need to _chill_ out," the lizard said to her.

"Who the hell are you?!" Hiyori demanded.

"Ben?" Ichigo called to his friend.

"Yep," the lizard grinned at him. "Say hello to Articguana."

Ichigo blinked as he took in this new name. "Okay, I'll admit that name actually sounds pretty…cool."

Articguana grinned but suddenly the ice encasing Hiyori shattered, sending Articguana smashing into a side of the building.

"Butt out, alien boy!" Hiyori yelled at him. "This doesn't concern you!"

Articguana grinned at her. "Hey, you mess with my friends, you mess with me!" He opened his mouth and fired an ice bream at her. Hiyori dodged the ice beam and suddenly appeared next to Articguana.

"Stay out of my way!" She swung her blade, ready to chop the lizard up. But Ichigo suddenly appeared and blocked the sword with his.

"Thanks, Ichigo," Articguana said. "That was a close shave right there."

"What's this?" Hiyori mocked. "You need your alien buddy to save your butt, Ichigo?"

Ichigo flinched, being reminded a little too much of Grimmjow's similar words. Articguana decided he needed to use a different alien and fast. He slammed the dial and was engulfed in a green light again. When the light faded, Ben was now what appeared to be some kind of big blue jellyfish.

"AmpFibian?" The jellyfish asked himself. "Not who was I going for but this'll do nicely." He raised his tentacles and fired a blast of electricity at the Vizard. Hiyori screamed in pain as she was zapped by the blast. When AmpFibian ceased, Hiyori collapsed. However, she was not unconscious but panting heavily from the attack.

"Another electric alien?" Ichigo asked. "How many of those do you have?"

"A few," AmpFibian admitted. "Though I'm not complaining."

Unknown to the two, a barrier had been placed around the area they and Hiyori were located at. Hacchi, the creator of said barrier, was taking a deep breath. He had moved fast to create the barrier and was a little short of breath.

"You okay, Hacch~in?" The green-haired girl asked.

"I'm afraid not," Hacchi replied. Meanwhile the other Vizards gathered around to see what would happen next.

Hiyori picked herself up angrily. She glared at AmpFibian. "What kind of alien is _that_? A giant jellyfish? How about you turn into something cool like that fire guy."

"Heatblast?" AmpFibian's eyes narrowed. "You were spying on us?"

Instead of answering, Hiyori flew towards him. Luckily his training as Brainstorm paid off as AmpFibian emitted an aura of electricity around his body similar to the force field he created when sparring against Urahara. Hiyori, not wanting to be zapped again, quickly came to a halt. This gave Ichigo enough time to make his move. Hiyori, having been distracted by AmpFibian, was only able to block Ichigo's blade. But the force was enough to send her crashing down.

"They're doing pretty good against Hiyori, eh, Rose?" The star-haired man said to his long-haired friend.

The man, Rose, nodded. "I must say, Ichigo and Ben make a pretty good team. They lasted pretty well against that Arrancar the other night and now they're given Hiyori a run for her money."

"But what if Hiyori decides to fight seriously?" The grey-haired man asked. "Do they stand a chance?"

"Let's face it," the girl with the sailor outfit said, her nose buried in a book. "If it wasn't for that alien kid helping him out, Ichigo would be having a harder time."

Shinji, who was watching from a further distance, grinned. "Only a week or so and already the two of you are best buddies." But Shinji knew he had to intervene. Hiyori was originally hoping to force Ichigo's Hollow out by beating him up, but Ben being here had changed that considerably. And Hiyori could be pushed just so far. Who knew what she was going to do to get what she wanted?

Speaking of Hiyori, she was getting frustrated now. She was hoping to force out Ichigo's Hollow but that stupid alien guy had to butt in. And she didn't want to get electrocuted by him again. But if she only focused on Ichigo, that left her open to the jellyfish freak. And if she focused on dodging him, that left her open to an attack from Ichigo.

"That's enough, Hiyori!" Everyone turned to Shinji, who had a serious look on his face now. "It's pointless to try and provoke Ichigo. With those two working together, it's not likely you'll accomplish anything."

Hiyori glared at Shinji as a hiss escaped from her mouth. Shinji looked over at Ichigo and AmpFibian.

"Personally I wouldn't mind seeing what your Hollow is like," Shinji said to Ichigo, "But since you had to go and drag your buddy into this, we'll have to try things differently. Listen to me, Ichigo. That Hollow of yours can't be suppressed by your mind and body. We'll have to...hammer that way into your very core."

AmpFibian flew to the ground. "What can I do?"

Shinji stared at AmpFibian for a moment. "I'm guessing Ichigo brought you here for a reason. Why's that?"

"I know what it's like to have something try to control me," AmpFibian replied.

The Vizards all stared in surprise at AmpFibian, who transformed back into Ben in a green flash.

"Really now?" Shinji grinned. "You mean some of your aliens actually tried possessing you?"

Ben frowned. "That reminds me. You guys know an awful lot about me. Care to share?"

"All in good time, Ben. But you can take my word for it that we're on your side."

Ben crossed his arms. "Riiight~. Gonna need a little bit more convincing than that. Still, I'm sticking around for Ichigo's sake."

Shinji gave a genuine smile now. "Dedicated to your pals? I respect that. Besides, we can help you too."

Ben raised an eyebrow. "Help me? How?"

"We know you've been training with Urahara and Yoruichi," Ichigo's and Ben's eyes widened when they heard this. They knew Urahara and Yoruichi? "So you've got a basic idea what it's like to fight Shinigami. But we can help take your training further."

"Further?" Ben asked.

"We have Hollow powers," Shinji pointed out. "Which means we can help you get an understanding of what's it like to fight Hollows and Arrancar."

"How did you...?" Ichigo tried asking. How much did these Vizards know about the upcoming war with Aizen?

Ben looked at the ground as he thought this out. Shinji actually had a good point. If they could use Hollow powers, that must have meant that they could do similar abilities to what the Arrancar could do. And if Ben could learn how to fight against Hollows with the Vizards, that would help him when he fought the Arrancar again.

"Alright," he said. "I'm in."

"Great!" Shinji beamed. "Welcome to the club, you two."

Ben and Ichigo looked at each other. What in the world were they getting themselves into?

"Now," Shinji said, "I think it's time we all introduced ourselves. Ichigo probably already told you, but I'm Shinji Hirako."

Ben tilted his head. "I thought people introduced their last names first when in Japan."

"Well I like to do things backwards," Shinji replied. "The girl you two fought is Sarugaki Hiyori." He then whispered to Ben, "By the way, the Saru in her name means 'Monkey.'"

Ben raised a brow. What was the point in telling him that?

"Hey, guys!" Shinji called to the others. "Say hello!"

One by one the other Vizards came to greet Ben properly.

"Greetings, Tennyson-san," the large man said. "My name is Ushoda Hachigen. But you may call me Hacchi for short."

"'Sup?" the star-afro man said. "My name's Aikawa Love."

_Love? _Ben thought. _Somebody actually named their son **Love**?_

Hello, Ben," the long-haired man said. "My name is Ōtoribashi Rōjūrō. Though everyone calls me Rose."

Ben nearly blanched at that one. The guy seemed nice but how could he stand being called _Rose_ of all things?

"Hi, Ben-chan!" the green-haired girl chirped. "I'm Kuna Mashiro." She pointed at the grey-haired guy. "And that's Muguruma Kensei."

"Hey!" Kensei snapped. "I was gonna introduce myself, idiot!"

"Booh!" Mashiro stuck her tongue out at him. "Kensei's just a big meanie!"

Kensei snarled. "I'm gonna..."

"I'm Yadōmaru Lisa," the girl in the sailor outfit said to Ben. "Pleased to meet you."

"Now that introductions are out of the way, let's get cracking!" Shinji said.

"...what do we need to do?" Ichigo asked. The next thing Ichigo knew, something had hit him, sending him soaring across the air before he could come to a stop. "What the hell was that?!"

Ben looked at whatever it was that hit Ichigo. It was one of those weird exercise machines. His mom, who was dedicated to being healthy, had something like this around the home. "What is this for?"

"Get on it, baldy!" Hiyori yelled at Ichigo.

"Get on it?" Ichigo asked, looking at the exercise machine skeptically.

"You heard me!" Hiyori snapped. "Now get on the Super Hiyori Walker!"

Ben scoffed. "I don't know what's worse, this piece of junk or its stupid name."

"What was that, alien baldy?!"

Ben frowned. "Baldy? I have hair, you know!"

"I'm not talking about your hair, stupid!"

"Then what would you be talking about?" Ben demanded. "And if we're calling each other names now, I wouldn't be talking, Bucky!"

"Bucky?!" Hiyori screeched. "You little..."

"Or maybe Miss Bucktooth McBeaverface," Ben added with a sneer. "That'd work."Hiyori looked ready to erupt like a volcano, while Shinji stifled a chuckle. Oh he was getting inspirations from this.

Hiyori looked ready to erupt like a volcano, while Shinji stifled a chuckle. Oh he was getting inspirations from this.

"Oi, Hiyori!" Love called. "Give it a rest, will ya? Don't want the kid zapping you again, do ya?"

Hiyori flinched when Love said that. Apparently she did not want to get zapped again.

"While Ichigo is on that crappy walker..." Shinji began.

"Super!" Hiyori angrily corrected him. Shinji went on without stopping.

"It's for the best if we get to know you a little more. I know you don't trust us and all things considered, I don't blame you. This is a strange new world for you, isn't it?"

Ben froze when Shinji said that. Did he...did he possibly mean...

"Also," Shinji went on, "We want to train you and Ichigo around the same time so it's best if we hold off on your training 'til Ichigo controls his Hollow. Sound fair?"

"I...guess so," Ben figured. He couldn't see anything wrong with that. Besides, he thought it would be kind of cool to train with Ichigo.

"Great!" Shinji said. "And while we're telling you stuff about us, you can tell us stuff about you."

Ben looked at Ichigo, who had reluctantly got onto the walker and started exercising. Ben couldn't help but wonder if that was really going to help or if this was some kind of joke on these Vizards' part. "What about him?" he asked, pointing at his orange-haired friend.

"Oh, he'll be fine," Shinji said, waving his hand dismissively.

Ben spent that day socializing with the Vizards, which only proved more and more that they were nothing like he first thought. Kensei acted mostly like a military man, taking things seriously all the time. He did, however, ask about the powers of Ben's different aliens and pointing out the strategic value of each one. Love enjoyed reading some kind of magazine called _Shonen Jump_ which was a collection of Japanese comics called Manga. Only problem was the guy never let anyone else read them. Rose was particularly interested in music, drama, and art. Ben and him actually got along well as Ben recalled the times he acted pretty dramatic. Mashiro was, for lack of a better term, a scatterbrain. She was the exact opposite of Kensei, rarely taking things seriously, which frustrated her fellow Vizard. Hachi was a pretty nice guy. He reminded Ben of his grandfather and the thought made Ben homesick. Lisa...well, she was the most aloof of the group, always reading porn. She had offered some of her collection to an unknowing Ben and he proceeded to freak out.

"You seriously haven't read any of that stuff?" Love asked. "I've read it a few times."

"I read them twice a day," Lisa admitted.

"So what?!" Ben cried. "Just because you do doesn't mean I will. I'm not a pervert!"

"Are you saying I'm a pervert?" Lisa asked. "I'll have you know I'm just really curious."

Ben rolled his eyes. "Yeah, keep telling yourself that." Lisa scowled at him.

Shinji, now Shinji was the enigma of the group. He acted a bit of a goofball but then he would suddenly get all serious and stuff from time to time. Ben had trouble figuring out which was Shinji's real personality. All in all, Ben saw that the Vizards were pretty decent people...except for Hiyori. She was a big time brat and now she hated Ben with a passion for hurting and humiliating her.

"So, Ben. You got any questions for us?" Shinji asked.

Ben tapped his chin, trying to think of a good question. Then he got one. "That mask Hiyori used. That's how you guys use your Hollow powers, right?"

Shinji nodded. "Yeah. We each have one."

"How exactly did you get them?"

Shinji chuckled. "That's a story for another time."

Ben didn't press. He only hoped these guys would come clean to him when the time was right. "So uh...what can you do with those masks?"

"Well, the main thing is that it amplifies our normal abilities," Shinji explained. "We become stronger, faster, able to withstand greater damage, and of course it allows us to use Hollow abilities such as a Cero. Familiar with that?"

Ben nodded now. "Yeah. That move that Yammy guy tried to pull on me. So...no offense, but basically you Vizards are like, the opposite of Arrancar?"

"That's one way to look at it," Love called over. "Arrancar are Hollows who gained Shinigami powers and we're Shinigami who gained Hollow powers. Guess you could say we are opposites."

"Ben," Rose said. "What all do you know about the Arrancar in Aizen's army?"

"Not much," Ben admitted. "Only what I was told recently. Apparently Aizen's got his Arrancar numbered but only the top ten, the Espada, are numbered by how strong they are. This guy Ichigo and I fought, Grimmjow. He said he was Arrancar number six."

"Which means he's one of the Espada and the sixth strongest in all of Aizen's army," Lisa figured without even looking up from her book.

Ben groaned. "Which means there's five of these Espada even stronger than he is."

Ichigo said nothing as he continued working the walker. But he was thinking the same thing Ben said. Grimmjow had been tough enough and the idea of facing Arrancar even stronger than him was unsettling to say the least. Ichigo hoped that he could learn to control his Hollow and get stronger. He couldn't lose. Not again.

"And now that you know about us," Shinji said to Ben, "It's time for us to know more about you."

Ben hesitated. He didn't really feel comfortable going around blurting that he was from another universe. For one, people would think he was crazy. Okay, maybe not _these guys _but...could Ben really trust them? He sighed. Well, these guys were helping him and Ichigo prepare against Aizen. Maybe he could ask Urahara and Yoruichi about them later. For now, he would have to throw caution to the wind and hope for the best.

"Well, where do I start?"

Ben began telling the Vizards about his hero career, from the beginning. If the Vizards were surprised when he said he was from another universe, they didn't show it. Instead, they were actually pretty excited about it as well as the many people; both humans and aliens, that Ben encountered. That increased Ben's suspicion of them but so far they didn't seem to bear any ill will. He left out any personal stuff and focused only on his adventures: his battles with foes like the Forever Knights, Vilgax, Khyber, even Diagon.

"I can't believe you!" Hiyori yelled at Ben after he told them about his battle with Diagon. "You had the power of the universe in your hand and you chose to give it up?! What is wrong with you?!"

"I think Ben was being very noble," Rose said. "That was too much power for one person to wield. Too much temptation. Giving it up just shows that he was worthy to be granted his new Omnitrix."

"Still can't believe you actually beat a god," Kensei said. "That's...that's something else all together."

"Ben-chan is so cool!" Mashiro squealed happily. "A real life superhero!" Her face lit up. "Can I be your sidekick?"

"Err..." Ben sweat-dropped.

"So, you're a big-time celebrity back in your world," Lisa said as she flipped through her magazine. "You must have to beat the ladies off with a stick."

"Well," Ben scratched his neck. "I've been pretty busy with hero stuff lately. I haven't really had time for a relationship." To be honest, that was because Ben hadn't been all that lucky lately. His breakup with Julie was still a sore subject even if they had agreed to stay friends. Sure he thought he had something good going on with Ester. But that had gotten nowhere. Ben figured it would be best if he avoided relationships for a while.

"That's too bad."

"Oh, does this mean you're interested, Lisa?" Shinji teased.

"Shut up, I'm reading."

Ben decided just to change the subject. Then he realized something. "What time is it?"

"Why? Need to be somewhere?" Kensei asked.

"Urahara doesn't know where I am," Ben said. "I need to get back and let him know I'm alright."

Shinji shrugged. "Fair enough. See you tomorrow, Ben."

"Later guys!" Ben headed out the warehouse. Once he was gone, Shinji faced the others.

"Well, what do you think?" Shinji asked.

"He's a good kid," Love said. "Feel bad that he had to get thrown into the hero business so young though."

"But it seems his experiences have made him all the better for it," Rose added.

"Ben-chan is really cool," Mashiro said. "I hope he comes back tomorrow."

"I'm sure he will," Hacchi assured her. "I find Tennyson-san's company quite pleasing. A pity he still has his guard up."

"Can't be helped," Shinji said. "Kid gets thrown into a whole other universe where he doesn't know a single person. In fact, if he had been so trusting with us, I would have questioned his intelligence."

"Hey!" Ichigo shouted. "What about me? You were pretty happy when you thought I was going to join you!"

"Ben has an excuse, unlike you," Shinji countered. "He's in a different universe full of strangers."

"You're strangers to me so I had plenty of reason not to trust you!" Ichigo shouted.

"Just keep working, Ichigo," Shinji called.

Ichigo snarled and went back to work, not believing he was doing this. Still, his mind lingered on everything he had heard. Ben...Ben was just like him. Unexpectedly thrown into a world he didn't know existed. But unlike Ichigo, who was initially reluctant to become a Shinigami, Ben had practically leaped at the chance to become a superhero. And Ben was only ten years old at the time. Ichigo felt a new amount respect for his friend.

* * *

When Ben got back to the Urahara Shop, the candy store owner was waiting for him.

"Hello, Tennyson-san," Urahara greeted the hero. "How was your day?"

"It was...interesting," Ben said. He looked at shop owner. "Does the name 'Shinji Hirako' mean anything to you?"

"Oh?" Urahara replied. "Why do you think I would know anyone by that name, Tennyson-san?"

"He mentioned you and Yoruichi by name," Ben said as he crossed his arms, "So he knows you. I was just wondering if you happened to know him."

Urahara chuckled. "If Shinji said that, then he must think you're ready."

"Ready for what?" Ben groaned. "Please tell me you're not gonna get all cryptic on me. I have enough of that with Paradox."

"Which is probably why they get along so well," Ben and Urahara turned to see Yoruichi walk in. "They both love being cryptic."

Ben rolled his eyes. "Is it okay we skip the cryptic? All it's gonna do is give me a headache. Something's going on here and I want to know what. I don't like being left in the dark."

Urahara chuckled. "Paradox had warned us that you didn't. Ah well. We didn't think telling you was necessary but perhaps it would be for the best. It can help you understand the kind of man Aizen is."

Ben frowned. "I already don't like the sound of that."

"Take a seat, Ben," Yoruichi said.

Ben said down at the table as Yoruichi and Urahara took their own seats.

"You see, Tennyson-san," Urahara said. "I am quite familiar with Shinji and the rest of the Vizards. In fact they, along with us and Tessai are in fact exiles from Soul Society."

"Exiles?" Ben asked.

"We all used to be members of the Gotei 13," Yoruichi explained.

"Whoa! You mean you guys used to be captains and stuff?" Ben asked in astonishment.

"Pretty much," Urahara said. "And Shinji's lieutenant was none other than...Aizen." Ben's eyes widened. He had not expected _that_. "I don't want to bother you with too much details but Aizen and his cohorts had been experimenting with Hollowfication."

"Hollowfication?" Ben asked.

"The process one undergoes when they become a Hollow," Yoruichi answered. "People had been disappearing lately so it was time to investigate. As fate would have it, the captains and lieutenants who would eventually become the Vizards wound up getting involved in the investigation. Aizen used them as his latest test subjects for Hollowfication. Tessai and Kisuke were able to save them from Aizen."

"I tried to save them using the Hogyoku," Urahara said.

"The Hogyoku? Hey, isn't that that thing you told me you put inside Rukia and then Aizen took it from her?" Ben questioned.

"The same. I had created the Hogyoku as a way to break down the barrier between Hollows and Shinigami. I though I could use it to restore them to being normal Shinigami again. But I couldn't. All I could do was stabilize their souls."

"Wow," Ben sighed. "That's a bummer."

"Aizen then managed to frame Kisuke, making everyone think he was the one dabbling in Hollowfication. The Central 46 wanted him stripped of his powers and exiled...while the Vizards were to be executed."

"What?!" Ben cried. "They weren't even going to help them?!"

Urahara shook his head. "No. In their eyes the Vizards were abominations that needed to die."

Ben slammed his fist on the table. "I don't believe this! They didn't even try to see if someone else was responsible?"

"The Central 46 didn't work like that," Yoruichi said with a hint of bitterness in her voice.

"I'm really starting to not like Soul Society," Ben said. "And _this _is the place people go to when they die?" Yoruichi and Urahara didn't say anything then. They knew Ben had a right to be upset. "So what happened next?" Ben asked.

"Yoruichi was able to save us before our sentences could be carried out," Urahara said. "We decided it would be best if we stayed in the world of the living and keep a low profile so Soul Society didn't find us."

"And find a way to take down Aizen on your own," Ben put together.

"Something like that," Urahara said. "The Vizards eventually found ways to control their inner Hollows and use their new abilities in the form of masks."

"Why was Aizen experimenting with this...Hollowfication process anyway?" Ben asked.

"I have a theory," Urahara said. "And personally I think Aizen knew about my Hoygoku's existence. He simply used the Vizards as a means of luring it out."

Ben was glaring at the table so badly, he could have burned a hole through it. "I can't believe this Aizen guy. He treats other people like that and doesn't even care. I've met a few guys like that back in my universe but still..." He looked at the two. "Does Ichigo know?"

"He doesn't and unlike you, I don't think it really matters to him. All that matters to Ichigo is that Aizen needs to be stopped. No matter the cost," Yoruichi said.

Ben sighed again as he tried taking all of this in. This was a lot of stuff he needed to digest. "So...how long have you guys been in exile?"

"Around a hundred years," Urahara replied casually.

"A hundred years?! You guys are really over a hundred years!? Wow. You weren't kidding when you said Shinigami don't look their age." Ben grinned. "I think that might be another reason you guys get along with Paradox so well." He then flashed a mischievous grin at Yoruichi. "Which means you really are an old lady."

Urahara flinched at Ben's words. Sure they were playful teasing but still, saying something like that was only asking for trouble. Especially towards Yoruichi of all women. Yoruichi glared at Ben for a moment before she gave her own playful grin.

"Oh, Ben." She got up and started posing. "Does this look like the body of an old lady?"

Ben gulped as he realized how his joke had horribly backfired in his face. His cheeks starting to warm up, Ben turned his head away from her. "Me and my big mouth." Just then Ben heard something that sounded like an explosion from down below. "What in the world?"

"Chad and Renji are training," Yoruichi explained.

Ben looked up at her. "They are?"

"Chad asked Kisuke to train him but Kisuke thought it would be better if Renji trained him."

Ben remembered. Renji has asked if he could stay at the shop as well. Urahara agreed to it though everyone was sure to put the pineapple to work to earn his keep. Ben had to admit that it was nice not having to do most of the chores anymore.

* * *

The next day came and Ben was in on his way to the warehouse.

"Hi, Ben-chan!"

Ben turned to see Hacchi and Mashiro walking towards him.

"Hey," Ben waved in surprise. "What's up?"

"We're getting some food for everyone," Hacchi explained. "Anything in particular you'd like?"

Ben shrugged. "Nah. Just get whatever. Can't be worse than my grandpa's cooking."

The two Vizards looked at each other in confusion. But they decided it was probably an inside joke so they left it alone.

"Alright, Ben-chan," Mashiro said. "We'll see you when we get back." The two headed out. Just then Ben got a wicked idea.

"On second thought…can you get me some bananas?"

* * *

Ben soon made his way to the warehouse. Much to his surprise, Shinji was leaning against the door. He looked up and grinned when he saw Ben.

"So," He said. "I take it you know?"

Ben looked at his feet. "Yeah."

"So. Now that you know…does that change your opinion on us?"

Ben shrugged. "Not really. I still think you guys are a bunch of goofballs." Shinji stumbled. "But…that does explain a few things."

"You gonna tell Ichigo about us?" Shinji asked.

"Only if you want me to," Ben said. "I feel that Ichigo _should _know this. But that's not my place to tell him. But this does make me more determined to stop Aizen."

Shinji smiled. "You know something, Ben? You're okay in my book."

Just then there was a crash from inside followed by loud screaming. Ben jumped but Shinji looked behind him with an annoyed look on his face.

"Sounds like Ichigo finally got fed up with the crappy Hiyori walker."

"He was on that thing again?" Ben asked.

"He never got off it," Shinji replied. At seeing Ben's stupefied look, he went on, "Shinigami bodies are way more durable than normal human bodies, Ben. Using an exercise machine for over a day is child's play to us." Ben whistled in response. Shinji added, "Come on. We better go and calm him down."

"We're back!"

Shinji and Ben turned around to see Hacchi and Mashiro with several bags in hand.

"Ah, food." Shinji beamed. "Great. I was starving."

The two Vizards became aware of the screaming from inside. "What's going on?" Mashiro asked.

"Ichigo finally get fed up with Hiyori's walker."

"Really? After all this time?" Mashiro asked.

"Perhaps if Hiyori had explained the purpose better, Ichigo wouldn't be so upset," Hacchi said.

Shinji waved his hand dismissively. "Yeah but what can you do? She always saying one or two things is enough."

"Oh, we got your bananas, Ben!" Mashiro chirped, handing some to Ben. Shinji raised an eyebrow.

"What's with the bananas?" he asked.

Ben gave him a wicked grin in return. "You'll see."

The four entered the warehouse and sure enough, Ichigo and Hiyori were arguing up a storm. The walker lay nearby.

"Hey, Ben!" Rose called to the boy.

"Ah, lunch!" Love smiled when Mashiro started handing Bentos out. Ben walked over to Ichigo and Hiyori, peeling a banana.

"Easy, Ichigo," Ben said. "What's the problem?"

"What's the problem? These guys are idiots!" Ichigo cried. "They keep going on about helping me control my Hollow but they put me on that crappy walker!"

"I told you, it's Super Walker!" Hiyori yelled angrily. "And you're the only idiot around here, baldy!"

Ichigo was about to retort but Ben stopped him. "Easy there, Ichigo. Monkey didn't have her banana today."

Hiyori's face became murderous as she turned around. "What did you sa…" But her rant got interrupted when Ben shoved the banana he was peeling into her mouth.

Shinji fell to his knees, laughing his head off as Hiyori started waving her hands wildly in shock before spitting the fruit out of her mouth. The other Vizards didn't know whether or not to laugh at what happened or pity Ben for his fatal move.

"You little-!" Hiyori was fuming. "I'll teach you to put your banana in my mouth!"

Lisa calmly turned a page of her magazine. "You do know how wrong that sounds, don't you, Hiyori?"

Hiyori stared in confusion at Lisa before she realized what her fellow Vizard was saying. Her face was flaming red. "What the hell, Lisa?! You know I didn't mean it like that!"

Ben himself was disgusted at the innuendo and suddenly regretted even coming up with the joke.

"It's your own fault," Ichigo said, crossing his arms. "You should have said it differently."

"Shut up!" Hiyori yelled. She glared at Ben now. "I'm going to kill you!" She moved to attack but Shinji quickly stopped her.

"Well, now that we all got that out of our systems, it's time we got back to business," the former captain said. "So, Ichigo. You need to get back on that walker."

"Why _is _he using that thing anyway?" Ben asked.

"Well, it's meant to suck up reiatsu," Rose explained. "We're trying to measure up how much of it Ichigo has before he passes out from it."

"It can really do that?" Ben asked. When Rose nodded, he asked, "How long will take for Ichigo to pass out?"

"I can probably stay on that thing for five days," Ichigo said. "Maybe a week. So it's a waste of time!"

"Easy, Ichigo," Ben said to his pal, being eerily reminded at how reckless and impatient he used to be. And still was on occasion. He looked at Shinji. "Are you sure this is the only way?"

Shinji sighed. "Guess there's no helping it. We were hoping for Ichigo to adjust to our methods first but considering how he's obtained Shikai and Bankai at such a short time..."

Ichigo stared. "How do you know..."

But he didn't get to finish his question as Shinji was suddenly in front of him, his palm covering but not quite touching Ichigo's face.

"That story...will have to wait," Shinji said. Ben figured that maybe Urahara and Yoruichi had something to do with it. "Looks like hurrying up and teaching you Hollowfication might be our best bet." He grinned. "Good luck, Ichigo. Don't blow it."

Ben wasn't sure what happened next but suddenly Ichigo collapsed. His eyes still wide open as Love hefted him over his shoulder. Shinji closed them.

"Hacchi!" He called to the large Vizard. "Put up a double dislocation barrier."

"Yes, sir." Hacchi obeyed as he clapped his hands over his head and then below. Ben was about to ask what was going on when suddenly a part of the floor opened up, revealing a hidden staircase.

"Come on, Ben," Shinji said as he and the other Vizards started heading down the stairs. "Things are about to get serious."

Feeling apprehensive, Ben nonetheless followed the Vizards.

* * *

"Whoa!" Ben shouted when they crossed the bottom of the stairs. They were in some kind of underground training area just like the one under Urahara's shop. He wondered if he had made this one too. Ben felt kind of nice being in a familiar area. Love deposited Ichigo on the ground.

"Hacchi," Shinji ordered. "Put up a barrier here too."

"Ehhh?" Hacchi asked. Shinji frowned.

"Don't say "Ehhh"," he said. "There's nothing cute about an old man saying that. And then...bind Ichigo's hands and legs."

Ben looked at Shinji. "What?"

"...Understood," Hacchi said grimly. He clasped his hands together and began a chant. "_"Walls of iron sand, a priestly pagoda, glowing ironclad fireflies. Standing upright, silent to the end. Bakudō #75, Gochūtekkan!"_

When Hacchi had clapsed his hands together, these strange orbs of energy had formed, floated around for a bit before shooting into the sky. Then they formed into large metal-looking pillars that slammed onto Ichigo, covering his limbs and body. Afterwards, Hacchi created a rectangular barrier around the general area Ichigo was lying in. Ben was impressed by what he saw. This Kido stuff could really give Gwen a run for her money. He briefly wondered if he could absorb those pillars using Feedback. They looked pretty solid but since Kido dealt with reiatsu, Ben didn't know if the pillars were just solid energy or not.

Just then Ben felt a tremendous pressure washing over him. The pillars on Ichigo's body started to shake and rattle.

"It's here!" Shinji announced.

"What is?" Ben asked.

"The Hollow," was all Shinji said in return. Ben looked back at Ichigo and was shocked to see his friend looking like he was picking himself up.

"Hey!" Mashiro called. "Shouldn't we take away his Zanpakuto?"

"No point," Love said. "It would just put us in his range."

"I can get it," Ben said as he activated the Omnitrix.

"Ben, it's too risky!" Shinji cried.

"No worries. I know just who to use." Ben slammed the dial down and in a flash of light became a blue ghost looking creature. "Phew. I asked for Big Chill and I got Big Chill," the alien said in a spooky, almost whispering voice. Just then he seemed to vanish into the ground. The Vizards all looked back at Ichigo. His Zanpakuto suddenly vanished into the ground and a moment later, Big Chill came out of the ground holding Ichigo's sword.

"That's a neat trick," Lisa commented.

But just then, Ichigo raised his head. Big Chill took a step back when he saw wha looked like some kind of mask was forming on Ichigo's face. It covered the left half of his face and had a skeletal design with red stripes over and under his eye. Both eyes were suddenly black with yellow irises. He shot to his feet, sending the already cracking pillars flying off him and shattering. A big gust of wind blew from the action. Big Chill was unsettled to have felt it from _outside _the barrier.

Lisa got up, her sword in her hand. "Hachigen. Open the barrier. Since I'm on guard duty, we'll start with me."

"Understood," Hacchi said. Just then a door-shaped hole appeared in the barrier. Lisa walked into it.

"Don't kill him," Shinji called to her.

"Assuming he doesn't kill me first," Lisa pointed out as she went inside. The hole closed behind her.

Ichigo's attention was on her the moment she stepped in. Letting out a wild scream, he flung himself at her as Lisa unsheathed her sword. But then he paused. Lisa raised her sword in defense. Suddenly some white substance erupted from Ichigo's chest, forming a gaping hole.

"And now the real fun begins," Shinj said but he had no humor in his voice.

"Ichigo!" Ben cried in panic. But Ichigo ignored him and instead resumed his charge at Lisa.

Ben watched anxiously as Lisa and Ichigo began fighting. Without his Zanpakuto, Ichigo was reduced to trying to claw at his adversary. Lisa moves were quite good. It was probably easier for her since Ichigo didn't have his own sword. Ben thought Ichigo had come close to killing Lisa but each time she managed to block or evade.

"So...what is going on?" Ben asked Shinji.

Shinji answered, "In order for Ichigo to control his Hollow, he needs to confront it in his Inner world."

"Inner world?"

"Something Shinigami have, it's complicated," Shinji said in a dismissive tone. "Anyway, while he's battling his Inner Hollow, his body will start undergoing Hollowfication. Our job is to keep the Hollowfied body from going on a rampage while Ichigo's elsewhere."

"And you guys had to do this to yourselves?" Ben asked.

"Yep. Wasn't easy and it wasn't pleasant," Shinji said. "But it's got to be done. This is the only way for Ichigo to master his Hollow."

Ben sat down and watched as Lisa continued fighting Ichigo. She was quite the fighter, even doing a one-handed hand stance and spin-kicking Ichigo multiple times. And all without her skirt falling down. Not that Ben had been paying attention to that, mind you. Kensei, who had been looking at a watch in his hand, was counting down.

"2...1...time's up." He got up. "Hacchi! Time for a shift change! Open the barrier!"

"Understood," Hacchi called back.

"Shift change?" Ben asked.

"We're going to rotate each other during the fight," Shinji explained. "We don't want anyone getting exhausted. That would make them vulnerable."

Hacchi opened another opening in the barrier and Kensei leaped in, elbowing Ichigo in the stomach when he tried to attack Lisa again. "Time's up. Switch," Kensei said. Lisa went out of the barrier as Kensei pulled out his Zanpakuto, which resembled a combat knife, from his boot. Ichigo shot towards his new foe.

"You okay, Lisa?" Ben asked her, seeing her pant a little for breath.

"He's stronger than I thought," Lisa said. "I'm suddenly grateful you took his Zanpakuto away or that would have been even harder." She looked at Shinj. "How much break time do we get?"

"Since there's nine people in total, ten minutes times nine people equals ninety minutes."

"It ain't nine times, baldy!" Hiyori snapped at him. "If you don't count her, there's eight people."

Shinji was silent for a moment, feeling really stupid. And annoyed that Hiyori was the one to correct him. "Ten times eight people equals eighty minutes!"

Hacchi was sweat dropping. He was just supposed to maintain the barrier but instead he got thrown into the equation as well.

"Are we going in any particular order?" Ben asked.

"I recommend you waiting a bit," Shinji said to him. "You need to have a good idea of what you're up against and what alien would be best to use."

Ben nodded. "Understood." He looked back at the fight between Ichigo and Kensei. Kensei had slashed Ichigo's arm and it was suddenly covered in that same white substance from before.

"High-speed regeneration," Shinji noted.

_Hollows can regenerate? _Ben asked himself.

Kensei's knife began glowing. He put both his hands on it and a glowing orb appeared. When Ichigo attacked, Kensei fired an energy blast that shot Ichigo's right arm off.

"Ichigo!" Ben yelled as Ichigo fell flat on his back while his arm flew a few feet away.

Kensei approached Ichigo's body. More of that white substance oozed from where Ichigo's arm used to be and something that looked like a giant white mouth burst from it. The mouth shot toward Kensei.

"What the hell?!" Kensei shouted as the mouth thing tried to bite his arm off. He held his knife and shoved it into the mouth creature thing. It exploded. When the smoke cleared, Ichigo got up. He now had a new arm. A dangerous, muscular white arm with a red design running down the middle and a clawed hand. A few spikes stuck out from his shoulder. Part of his robe had been destroyed and from what Ben could see, Ichigo's torso had turned white too.

Kensei grinned. "Your Hollowfication was quicker than I expected."

_So this is Hollowfication. This is what Aizen forced these people to undergo. _Ben was disgusted that somebody could so casually force people to experience this. He clenched his fist tightly as he trembled with anger. _Aizen. I swear I _**will** _stop you. You and Eon._

Once the ten minutes were up, Hiyori went next.

"Ben," Shinji said, "When we get to sixty minutes, you can go next."

Ben nodded grimly as he watched Hiyori and Ichigo fight.

* * *

And that's how it went. Ben watched as the other Vizards rotated fighting Ichigo. And with each turn, Ichigo was becoming more and more of a Hollow. Ben was wondering if he was going to get to see the Vizards using their Shinigami or Hollow powers but all he saw was their regular sword fighting skills. They were all really great fighters. Ben wondered just how powerful they were when using their Shinigami powers, Hollow powers, or even both. Ben was actually afraid to think about it.

Soon, it was sixty minutes. His turn.

"So, Ben," Shinji said. "You up for it?"

Ben nodded but that didn't stop the nervousness he was feeling. He wasn't even this scared of facing Vilgax. He started approaching the barrier.

"So," Kensei said. "You know which alien to use?"

"Yep." Ben activated the Omnitrix, turned to the alien he needed, and slammed the dial down. In a flash he became a human-shaped plant creature with a flame patterned head.

"Good. I turned into Swampfire," the plant creature said. "For a moment I was afraid I was gonna get Grey Matter or something."

"Ugh," Hiyori pinched her nose. "Okay, I'll admit that guy looks and sounds pretty cool but he stinks really bad."

"Yeah, well...it takes one to know one," Swampfire shot back at Hiyori.

"What was that?!" Hiyori yelled angrily. Swampfire ignored her as he went into the barrier Hacchi made.

"Good luck, Ben!" Hacchi called, calling Ben by his first name.

Swampfire grinned. "Thanks." But as he stepped into the barrier he added. "I think I'm gonna need it."

Now the Vizards were watching intently and anxiously. Ben was fighting Ichigo when he was a complete Hollow. They hoped Ben would last. And also, there was something they hadn't added to Ben. If Ichigo didn't conquer his Inner Hollow before the ten minutes was up...they would have to kill him.

"Alright, Ichigo," Swampfire took a fighting stance. "Let's go!"

Ichigo was completely changed. He was now a white humanoid lizard with three-toed feet and a tail, with black marks all over its noticeably more muscular body. With a wild yell, Ichigo flung himself at Swampfire. Swampfire raised his hands and fired streams of fire at his foe. The Hollow screeched as the flames scorched his body.

"Wha...?" Hiyori made a face. "How does a plant alien have fire powers? That makes no sense."

"Think about it, Bucky," Shinji said, taking one of Ben's insults. "That smell from before? I'm willing to bet it's flammable gas that Swampfire produces from his body. Obviously, he's able to ignite the gas, allowing him fire attacks."

Ichigo shot forward through the flames, clawing at Swampfire. One of his arms got sliced off.

"Ben-chan!" Mashiro called in concern. But her concerns were laid to rest as Swampfire's arm suddenly regrew.

Love smirked. "So...he chose a form that can regenerate too, huh? That's a good move."

Swampfire began throwing seeds near Ichigo's feet. Before the Hollow could attack again, the seeds sprouted into vines that started wrapping around his body.

"Come on, Ichigo," Swampfire urged him. "I know you can beat this Hollow thing."

With banshee-like shriek, the Hollow tore itself from the vines. Swampfire charged forward and kicked Ichigo right in the stomach. The blow knocked Ichigo off his feet and flat on his back. Swampfire began pelting him with fireballs. Ichigo quickly picked himself up and started dodging to avoid the fireballs. He then shot forward, digging his claw right through Swampfire's torso. Swampfire made a face.

"Now that's just rude." He raised his hands up and brought them down on Ichigo. The blow sent Ichigo slamming face first into the ground. The gaping hole in Swampfire's chest closed up.

"Hey, Hacchi!" Swampfire called. "This barrier is really strong right?"

"Uh...it is," Hacchi said, confused by why Ben was asking him that.

Swampfire grinned. "That's all I need to know." He raised his hands and green gas started emitting from them.

"What's he doing?" Mashiro asked.

"Is he trying to beat Ichigo with his stink?" Hiyori asked.

Once a decent cloud of it was formed, Swampfire snapped his fingers. A spark of flame formed on his finger tip...and that was all that was needed to create a massive explosion within the barrier.

"What the?!" Kensei exclaimed. "What was that?"

"That flammable gas Shinji mentioned," Love figured. "Probably methane or something like that. Filling a whole area with the stuff and then creating an explosion like that? This guy's got some creative thinking."

Lisa studied the barrier. "Kensei. Out of all of us, who's had the longest time fighting their Hollow?"

"That would be Hiyori with sixty nine minutes and two seconds," Kensei replied, looking at the watch.

"What the time now?" Lisa asked.

Kensei closed his eyes. "Sixty eight minutes and forty four seconds."

"I see," was Lisa's reply. When it was her turn again, she would end Ichigo. If that explosion hadn't ended him first.

When the smoke cleared, Swampfire and Ichigo were still standing. Swampfire had regenerated from the explosion and while Ichigo's white skin was now scorched, he didn't seem all that harmed. Ichigo shifted his body and aimed his right arm at Swampfire, his first two fingers pointing at him. A crimson ball of energy began to form at his finger-tips.

Swampfire braced himself. "A Cero!"

"Can Ben-chan regenerate from that?" Mashiro asked nervously.

"I hope so," Rose said. "Or maybe he could change into something else."

Swampfire was just considering that. He could just regenerate from the blast but he was a little tempted to turn into Feedback and try to absorb the Cero.

But the Cero never came. Ichigo's body was suddenly starting to crack, starting with his right shoulder and soon everywhere on his body.

"What in the world...?" Swampfire was confused.

"Hacchi!" Shinji called. "Get Ben out of the barrier!"

Hacchi began motioning with his hands as Ichigo's body continued cracking up. Swampfire suddenly found himself outside of the barrier.

"Wha...what's going on?" Swampfire asked the Vizards.

Ichigo let out a deafening wail as his body seemed to explode.

"Ichigo!" Swampfire cried out.

When the smoke cleared, Swampfire and the Vizards saw what appeared to be the Hollow body collapsing off Ichigo falling like some kind of shedding skin. Standing before them was Ichgio, back in his regular body again. Only this time, his face was covered by a mask. It had the same appearance as his Hollow body's face. The Hollow skin crumbled to dust.

"Did...did Ichigo win?" Swampfire asked.

"Hacchi," Shinji said.

"Understood," Hacchi snapped his fingers and the barrier disappeared. Shinji started approaching Ichigo, who collapsed. The mask fell of his face, falling to the ground as well. In a flash of green light, Ben turned back to his human form.

"Is Berry-tan okay, Hacchin?" Mashiro asked nervously.

"Shh," Hacchi pressed a finger to his lips and gently shushed her.

Shinji stopped a few feet away from Ichigo. "How ya feeling, Ichigo?"

Ichigo gave a out a grin. "Well...not too bad."

Shinji grinned back. "Oh, really?"

Ben let out a huge sigh of relief. "Man. I was scared there for a moment."

Shinji looked over at Ben. The grin still on his face. "Well, now that Ichigo's conquered his Hollow...it's time for your training to begin."

**End of Chapter**

**Well, everyone. I'm hoping you liked the latest chapter. I know I said I was going to make some headway in Bleach: Ultimate Alien. But I decided to get one more Omniverse chapter out of the way. And with the chapter over, I can use this time to address several issues. **

**1. Swampfire vs. Hollow Ichigo: No doubt some of you will think Swampfire was having way too easy a time against Hollow Ichigo. That's perfectly understandable but remember: Ichigo's Hollow form here is not as powerful as the one he will become in Hueco Mundo. Besides, Hollow Ichigo had been able to dismember Swampfire's arm and put a hole in his chest. If it had been a non-regenerating alien, Ben would have died. Plus, Ben had taken away Zangetsu. If Hollow Ichigo had his Zanapakuto, Ben would definitely have had a tougher time.**

**2. Ben is weaker than he was in Bleach: Ultimate Alien: Like I said in my Author's Note, I now personally believe that most of the Bleach characters are more powerful than Ben is. I made them too weak and Ben too strong in Bleach: UA. In this story, I'm going to make Ben be more of a strategic fighter. Kinda like Uryu now that I think about it. Brute strength won't save him here. I do intend to have Ben get stronger through his training, but his victories will be more along the lines of using more clever ways for his aliens.**

**3. ****Why doesn't Ben go to Karakura Hight School? Because it would be pointless. Ben is only here for the war against Aizen. Yeah, I know the Shinigami all suddenly appeared in Ichigo's school but they aren't actually attending it. Sending Ben there would be a complete waste of time both on my part and the story's. He is spending his time training with Urahara and Yoruichi for the war. And it's not like he would learn anything important anyway. Ichigo himself does skips school to become stronger in canon so it all fits.**

**4. Ten Piece: Now that's something I haven't heard in a while. Somebody adopted the story from me but never went through with it. If anyone is interested in making their own Ben 10/One Piece crossover, I'd really look forward to it.**

**5. Remember that old Bleach/Total Drama Island crossover I wrote where Chad entered the competition? Probably not. Well, if you do remember, I was kinda wondering if anyone was interested in starting up that one again. I'd really like to see how somebody else would write it. Hopefully with a Gwen/Chad pairing. Gwen's an awesome character but I hate how they changed her in the later seasons.**

**6. Now we get down to the nitty-gritty. The pairing issue. When I announced that I wanted to have Ben be paired with only Harribel, some of you supported it and others rejected it. Your reason? The obvious age gap. You said I should pair Ben with somebody Ben's own age. I pointed out that most of the Bleach females ARE older than Ben. So, you said I should pair Ben with a girl who at least LOOKS around Ben's age. Or you suggested I pair Ben with Tatsuki. TATSUKI?! ARE YOU LOCO IN THE COCO?! I'm not a Tatsuki hater and she's a nice character, but there would be no point in pairing Ben up with her. None at all. ****Now some of you might think: Then don't have a pairing. Bleach isn't a romance series anyway. Well, that's Kubo's thing. And this is FANFICTION! If I want romance in it, there WILL be romance. Now I am going to tone it down in comparison to Ultimate Alien. In fact, Ben and Harribel would only become friends in Volume I and then I would evolve the friendship into romance throughout the course of Volume II.**

**Now, my friends, Pyromania101 and Kamen Rider Chrome who help me with my story, have pointed out to me that plenty of anime deals (and even other stuff) with characters who wind up getting paired with somebody older than them. Though of course how old varies between series.**

**I won't lie to you; I am pissed that some of you can't accept Harribel being paired with Ben even though age doesn't mean a thing in Bleach. Look at Isshin and Masaki in the recent flashback chapters for crying out loud! Or how about all the fanfics that pair Orihime with Ulquiorra. Or Ichigo with Yoruichi. How are they any different from what I'm doing? I mean, give them a chance, why don't you? You might actually like it! And like I said, there won't be much romance in this volume if any at all, so if nothing else, enjoy it for the action. Maybe you'll change your tune later on. At least be open-minded, like I was when I decided to (against my will) do the harem and do my damnedest to make it work!  
**

**By the way, can you anonymous reviewers get actual accounts on this site? It gets annoying when people leave me anonymous reviews and I can't freaking reply back. You all know who you are. Also, any flamers, anonymous or otherwise, will be extinguished by the most powerful _Cascada_ imaginable, and if Harribel is not available, there's always a fire hose. Either way, your flames will be put out with EXTREME prejudice! If you're going to criticize me, at least elaborate why instead of acting like a whiny brat!  
**

**(Deep breathing) Sorry for the rant but that's pretty much how I feel right now.**

**6. With this out of the way, I can now focus on my other stories. First I will update Shockwave Rises and then I WILL update Ultimate Alien. Cross my heart and hope to fly, stick a cupcake in my eye!**

**Yeah, I like My Little Pony. Wanna make something of it? Go ahead. I dare you!**


	5. Every Move We Make

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Once again, special thanks to Pyromania101 and Kamen Rider Chrome for their help in this chapter.**

**Every Move We Make**

Needless to say, the Vizards cracked down on things once Ichigo had gained his Hollow mask. Both he and Ben found themselves staying with the Vizards in their warehouse hideout. Urahara had allowed Ben to bring his sleeping stuff for better convenience.

As for the actual training, both were working their butts off to get better. Usually they sparred against the other Vizards but now it was decided that the two would spar against each other. The Vizards all gathered around, waiting anxiously for what was to come. The two combatants faced each other, ready to begin. Ichigo was already in his Bankai, preparing to use his Hollow mask. Ben had the Omnitrix activated, scrolling through the holographic interface to choose the alien he wanted. Since most of the Shinigami in this world were more than a physical match for him, he would have to rely on more tactical aliens and strategy in hopes of gaining the upper hand.

"Ready for this, Ichigo?" Ben cockily called to his friend.

Ichigo smirked. "Ready when you are!"

"This should be good," Love said to the other Vizards as they waited.

"Hopefully Ben doesn't turn into the wrong alien again," Rose pointed out. "That can be quite the hindrance in battle."

Speaking of which, Ben finally found the right alien to use. "All right, Ichigo. Let's see how you like Bloxx!" Ben slammed the dial on the Omnitrix down and his body was engulfed in a flash of green light. When the light cleared though, Ben could see that he wasn't Bloxx. Instead…

"Upchuck!" The small, pudgy alien cried out in frustration. "Oh, man!"

The Vizards broke out into hysterics when they saw Ben's new alien. Even Ichigo was struggling to fight the laughter that was building up and Hachigen gave a few chuckles at the sight.

"What kind of alien is _that_?!" Hiyori barked between laughter. "Are you gonna fight him with the power of cuteness?"

Upchuck glared at Hiyori and was about to give a demonstration of his abilities when something tackled him.

"Aw!" Mashiro gushed. "Ben-chan is so cute!" She started squeezing him tightly. Upchuck could feel his oxygen being cut off and flailed his arms and legs wildly to try and get free. Unfortunately, there was no such luck. Things got even worse when Mashiro decided to give him a belly rub. His face now sported a nice shade of red to go with his green complexion. Ichigo looked at the scene and couldn't help but compare it to when, as Ditto, he was nearly suffocated by Matsumoto's similar affection.

After enjoying Ben's humiliation for a few more minutes, Shinji finally came to his rescue. "Come on, Mashiro. Let Ben go. He and Ichigo need to get back to their training."

Mashiro pouted, hugging Upchuck like a teddy bear. "But I don't wanna!" she whined.

"They need to get back to their training," Kensei said. "Let him go or we won't get anything accomplished."

"Yeah," Upchuck mildly spoke up. "Let me go now, please?"

Still pouting, Mashiro finally let Upchuck go. The now red Gourmand wobbled off her lap and onto his feet.

"Ben," Shinji said. "You seriously need to fix whatever's wrong with your Omnitrix."

"Yeah, Yeah," Upchuck, still very much annoyed, grumbled. He _could _try fighting Ichigo with Upchuck but he knew it was hopeless. Ichigo was way too fast and too powerful for a form like Upchuck to land a blow on him. He touched the Omnitrix dial and this time turned into what appeared to be a gorilla made out of Lego blocks. "Now we're getting somewhere."

Ichigo deadpanned at the sight. "Seriously? You're gonna fight me as _that_?" In his opinion, the lego gorilla was not much of an improvement over that Upchuck alien.

Bloxx smirked, crossing his arms. "Enough talk. Let's do this."

Ichigo nodded and brought his hand to his face. Shadow and darkness started to form and with a quick ripping motion, Ichigo had his Hollow mask on his face. The two combatants lunged at each other, Bloxx's fist ready to punch while Ichigo had his sword ready to slash…

And in almost an instant, Ichigo's mask shattered. It happened too fast for the combatants to stop but Ichigo had been taken off guard and was unable to block Bloxx's fist. The blow knocked him backwards and onto the rough ground. Bloxx landed on his feet.

"Again?" Bloxx grumbled. "That was only like, what, two seconds?"

"Four seconds actually," Kensei said, looking at the stopwatch.

Shinji sighed. "He hasn't improved at all."

Bloxx looked at Shinji. "So, the whole point of this training is to make sure that Ichigo can use his mask longer?"

Shinji nodded. "We all had to do it to increase the time using our masks. The only exception here is Mashiro."

"Really?" Bloxx looked at Mashiro. "How come?"

"When she first used her mask, she was able to hold it for fifteen hours right off the bat," Shinji explained.

"F-fifteen hours?!" Bloxx bugged out. He couldn't even stay in his alien forms for that long. Well, not unless he had the master control but what were the odds of that happening again?

Mashiro gave Bloxx a victory sign. "That's right, Ben-chan! I never had to train to use my mask!"

"Still," Shinji said, "for the rest of us, it wasn't easy learning how to extend the time on our masks. But…Ichigo has been known for picking things up at a fast rate so it shouldn't take him too long."

Bloxx nodded and faced Ichigo again. "Ready?"

"Ready!" Ichigo made his mask form again. The two combatants shot at each other again. Bloxx extended his arms out to grab Ichigo. Ichigo countered by slashing. Bloxx's arms were sliced off. Ichigo was afraid that he had cut his friend's arms off but then Bloxx's arms suddenly reformed themselves. Ichigo hadn't counted on Ben having another form with regeneration powers and this left him wide open. Bloxx's hands connected, merged, and reshaped themselves into a massive hammer. With a mighty swing, he sent Ichigo flying, the Shinigami's Hollow mask shattering in the process.

"Not bad," Shinji said, "but could be better. Ben keeps getting the upper hand because Ichigo's mask keeps shattering." He tapped his chin.

Ichigo leapt to his feet, feeling frustrated with himself. He needed his mask to stay on longer if he wanted to stand a chance against the Arrancar again. Taking a moment to catch his breath, Ichigo formed his mask again and shot towards Bloxx. The Segmentsapien saw Ichigo coming and suddenly began constructing and altering his body. Once again, Ichigo let his guard down out of surprise and found himself inside a dome made of Bloxx's body.

"What the hell?" Ichigo asked himself in confusion. Due to wasting his time, his mask shattered again.

"It seems that this Bloxx specializes in shape-shifting," Hachigen said. "The regeneration is only part of what he can do."

"It's not a bad ability," Shinji noted. "Being able to rapidly heal in the heat of battle is very useful."

The dome began altering itself back into regular Bloxx, freeing Ichigo.

"At this rate, they'll get nowhere," Hiyori grumbled, not feeling all that impressed with Ben and Ichigo's sparring.

Having contemplated things for a moment, Shinji got an idea. Unlike the people in this universe, he was pretty sure that Ben would not be able to simply overpower most of Aizen's Arrancar. However, maybe there was a way Ben could make up for it. "Hey, Ben."

"Yeah?" Bloxx called.

"I have an idea. Come here."

Bloxx and Ichigo looked at each other in confusion. Shrugging, Bloxx walked over to Shinji. "What's up?"

"I think I know a way to help you be more effective in your battles, and it could serve as great training for you and Ichigo."

"What is it?" Bloxx asked.

"While you're doing good against Ichigo, I don't know if you will be able to overcome these Espada through sheer force. You will have to rely more on strategy in hopes of beating your adversaries here."

"So I've learned," Bloxx said, recalling most of his battles in this universe. Sure he had managed to beat up Yammy easily, but it was likely because he was one of the weaker Arrancar. "So…what do you think I should do?"

"How about rotating your aliens in battle?" Shinji suggested.

"Rotating my aliens?" Bloxx repeated.

"Doing so would not only keep your opponents off guard but also give you a wider range of moves to use."

Bloxx thought about this. That idea…really did make a lot of sense. Ben remembered switching aliens in some of his past battles but not as an actual strategy.

"Give it a try against Ichigo," Shinji said. "Right now he needs all the help he can get, and it would be good for you too. Lets you come up with all kinds of creative ways to use your aliens in battle."

The other Vizards, seeing where Shinji was going with this, added their own opinions.

"With all those aliens you can turn into, I'm sure you can make some pretty wicked combinations," Love said.

"Which means you can use this training to see what aliens would go well together," Rose added.

Out of all the Vizards, Ben got along with these two the most. They most likely took a liking to Ben since he was an actual superhero. Their suggestion brought Ben back to his ten-year-old days when he and a mutated Kevin (the first time around) were forced to fight together in a space gladiator arena. During that time, he had taught Kevin creative ways to use his mix-matched abilities to compensate for only having one-tenth of each individual ability. It looked to Ben that he was now facing a somewhat similar situation.

"Sounds good to me. I'll go try it." He went over to Ichigo, who heard everything. "What do you think, Ichigo?"

"Let's do it," Ichigo said. He figured that facing against so many of Ben's different aliens would be a great way for him to train too.

Bloxx grinned as he began thinking of which aliens make good combos with each other. He slammed the dial and turned into purplish, one-eyed rock creature with pink stones jutting out of his chest, back, and forehead. "This is Chromastone!"

Having become used to Ben having similar aliens, Ichigo said nothing as he reformed his mask again. He shot towards Chromastone, who simply smirked. While he was no slouch in offensive power, he was trying something different. As Ichigo prepared to attack, Chromastone unleashed a blinding flash of light from his body. Ichigo didn't know what to expect from this alien, but he hadn't been expecting _that!_

"Aaah!" Ichigo cried out. He closed his eyes from the blinding light. Unfortunately that was what Chromastone wanted. Touching the Omnitrix dial again, he turned into a little white, humanoid looking alien. Suddenly five of them appeared and unleashed a combined sonic blast at their opponent.

Ichigo cried out as his body, mainly his ears, was struck by the sonic blast. The attack physically sent Ichigo shooting backwards to the ground. He was hurt, temporarily blind, and possibly deaf as well. The alien, Echo Echo, turned back to normal.

"You okay, Ichigo?" Ben called to his friend.

"Urgh…yeah," Ichigo mumbled as he tried getting to his feet. Ben went over to help his friend. He noticed that none of the Vizards were congratulating him for his resourcefulness. But he did hear a new, unexpected voice.

"Tennyson-kun! Kurosaki-kun!"

Ben and Ichigo looked up to see Orihime standing at the stairs that lead from the training ground to the upper level.

"Inoue?" Ichigo asked.

Ben beamed. "Hey, Orihime! How did you find this place?"

Orihime scratched the back of her head, giggling sheepishly. Ben made his way over to her.

"Hey, Ben," Kensei said, not really thrilled that somebody had found them. "Who is this girl?"

"Her name's Orihime Inoue," Ben said. "A friend of me and Ichigo's." He smiled. "Come on down, Orihime. These guys are friends."

Orihime shyly made her way down the stairs, everyone looking at her. Hachigen had sensed her going through the barrier he had set up around the warehouse. For this girl to not only have sensed the barrier, but go through it as well, had taken him and the other Vizards by surprise. But, since Ben was acting all chummy with her, they figured she could be trusted.

"So what brings you here, Orihime?" Ben said, sitting with her and Ichigo on some rocks. He and Ichigo didn't question how she found them. They had chalked it up to them sensing her. Or maybe they just didn't bother thinking how.

Orihime fidgeted nervously. "Um…I was…looking for the two of you."

"Oh?" Ichigo asked curiously.

"Well you found us," Ben joked. "What's up?"

"I came to warn you."

Ben and Ichigo became tense now. "Warn us?" Ichigo asked.

"Toshiro-kun and Rangiku-san got in contact with Captain-Commander-san," Orihime explained. "He's discovered Aizen's true objective."

"Aizen's true objective?" Ben and Ichigo asked simultaneously.

"He wants to create the Ouken, a key to the Royal Palace where the Soul King lives. He wants to kill the Soul King."

Ben and Ichigo took this information in differently. Ben frowned as he wondered what Aizen hoped to obtain. Did he think killing the Soul King would make him the ruler of Soul Society? And what did Eon hope to obtain by teaming up with Aizen to do this?

"And that's not all," Orihime said, bringing the duo's attention back to her. "In order to create the key…Aizen is going to destroy Karakura Town and use everyone's souls to make it."

"What?!" Ben got to his feet. "You're kidding!"

Orihime shook her head. "No. The Captain-Commander said it himself."

Ben felt his mind reeling as he took this information in. He already disliked Aizen but now he could say that he hated the guy. "We have to stop Aizen!"

Orihime nodded. "The Captain-Commander said Aizen can't do anything until the Hogyoku is fully awake, so the actual battle will take place in winter."

Ben crossed his arms. "Winter, huh?" He did the calculations in his head. "We've got a few months before then. Which means we'll have to work our butts off."

Orihime noticed that Ichigo was handling this news rather well in comparison. "You don't seem shocked by this, Kurosaki-kun."

"Hmm?" Ichigo looked at her. "Oh, I'm shocked but I guess it hasn't sunk in yet." He gave her a reassuring smile. "Don't worry, Inoue. We'll stop Aizen." He looked over at Ben. "Right, Ben?"

Ben was caught off guard by Ichigo's surprisingly positive attitude but couldn't resist giving a grin. "You said it, Ichigo. The two of us? Aizen won't stand a chance."

Ichigo gave a nod of confirmation.

Orihime was surprised by the way the two were interacting with each other. Ichigo had always believed in shouldering everyone else's burden on his own shoulders. To see him act like this, actually accepting someone else's help…was this Ben's doing?

"So, Orihime," Ben said, snapping her out of her thoughts. "Want to watch me and Ichigo train for a bit? We haven't really hung out at all."

"Oh, I don't want to impose," Orihime said.

"You're not," Ben said with a smile. He looked over at Ichigo. "Ready to get your butt kicked again?"

"You pulled a cheap shot with that light trick!" Ichigo yelled in annoyance.

"That was strategy!" Ben argued. "You're just a sore loser!"

"What did you say?!"

Orihime stared as Ben and Ichigo started to comically argue. She noticed that, even though Ichigo said it hadn't fully sunk in, she knew that to Ichigo, the bad guy's objective didn't matter. All that mattered was that he needed to stop them. But she did notice that Ichigo had changed. In a good way of course. And she was certain that Ben was behind it.

Orihime remembered back when Ichigo, Ben, and the others had fought those Arrancar and the way Ichigo acted after the battle. She was glad that Ben's presence was having a positive effect on Ichigo. She also noticed that Ichigo was getting stronger. It was time for her to become stronger too. She started to leave when Ben noticed.

"You're leaving, Orihime?" Ben called to her.

"Yes. I don't want to bother you and Kurosaki-kun," Orihime explained.

"You aren't," Ben assured her.

"It's okay," she said with a smile. "I need to get going anyway."

Ben shrugged. "Well, if you're sure. See ya later, Orihime. Come by anytime. Be nice to have someone new to talk to."

Orihime beamed. "Okay! Bye, Tennyson-kun! Kurosaki-kun!" With that, she left.

Ben smiled as she saw her leave. "She's really nice. You're lucky, Ichigo."

"What are you talking about?" Ichigo asked.

Ben looked at him, thinking Ichigo was just trying to hide it…until he saw the honest confusion on the guy's face. Ben deadpanned.

_Seriously? I could easily tell that Orihime had a crush on him. I knew Ichigo was stubborn but I didn't think he was dense. _Ben suddenly had a wicked idea._ Time for me to SHOCK some sense into him._

"Come on, Ichigo. Let's continue training."

Ichigo nodded. Ben activated the Omnitrix, selected Water Hazard, and slammed the dial down. The Orishan stood before Ichigo. "Ready when you are!"

"Right!" Ichigo formed his mask again. With a lunge he shot forward, and Water Hazard raised his hands and fired streams of water from his hands at Ichigo. Ichigo didn't know what to expect from this new alien but water attacks wasn't at the top of his list. Ichigo was getting frustrated with himself as he felt his body getting drenched. Because Ben had so many different powers, he never knew what to expect. But he was getting sick and tired of always being caught off guard like this.

But Ben didn't end his attack there. Water Hazard slammed the dial on his chest and transformed into what looked like a colossal Frankenstein's monster. The being, Frankenstrike, raised his hands. Electricity began building up in the bolts on his back along with his hands. Frankenstrike fired bolts of electricity at Ichigo. Being soaked made Ichigo one big lightning rod. Ichigo felt his body spasm as the electricity surged through him, his mask shattering in the process.

"Not bad," Shinji said as he watched the two fight. "Hopefully this will teach Ichigo to actually dodge Ben's attacks."

"It looks like your idea of Ben rotating his aliens is coming in handy," Lisa noted.

Shinji nodded. "But Ichigo's gonna have to step his own game up."

Ichigo shakily wobbled while trying to sit up. Frankenstrike could swear that he could see sparks surging in Ichigo's hair.

"You okay, Ichigo?" he asked.

"Y-yeah," Ichigo mumbled, his pride hurt as much as his body.

Ben decided that he should give Ichigo some slack and picked a form Ichigo might know before fighting. He slammed the Omnitrix dial and turned into Diamondhead. "All right, Ichigo. Let's try some good ol' fashion sparring this time."

Ichigo recognized Diamondhead as the form Ben used to save him, Orihime, and Chad from Yammy and Ulquiorra. Having seen this alien in action before, Ichigo was more familiar with _his _abilities. Hopefully this time around things would be more in his favor. Ichigo got to his feet, his body still sore from the shock Ben gave him. But he refused to let that get the better of him. Ichigo formed his mask and charged again. Diamondhead fired a barrage of shards at Substitute Shinigami, but this time Ichigo used Shunpo to dodge to the side. He swung his sword down but Diamondhead raised his arms to block the blow. Diamondhead was impressed that Ichigo's sword didn't break on contact.

"Not bad, Ichigo," he complimented. "But you could do better." He morphed his right arm into a long blade. "Now _this _is a sword."

The Vizards watched as Ichigo and Diamondhead started sword fighting each other. Ichigo had superior speed, allowing him to dodge Diamondhead's attacks with relative ease. But speed was useless since Ichigo couldn't seem to harm Diamondhead's crystal body. The Petrosapien slammed his hands on the ground and Ichigo had to quickly maneuver to avoid the crystal spikes that started to rise. Diamondhead could see this was getting nowhere so he slammed the Omnitrix again, turning into what appeared to be a humanoid pile of green slime with a UFO-like device hovering over his head.

"Say hello to Goop!" the slime alien spoke in a high-pitched voice. Ichigo, whose mask had shattered again, deadpanned.

"I can't take you seriously with that kind of voice," he said. This, combined with the Vizards' chuckling, frustrated Goop.

"Oh yeah?" Goop called back. "How about _this!_" He fired globs of slime from at Ichigo, who proceeded to dodge. Ichigo moved in to slash but his sword went through Goop harmlessly. If he had been able to smirk, Goop would have as he encased Ichigo with his sticky slime. Ichigo struggled to get out but no such luck. Even his impressive strength was useless against the slime.

"Give up, Ichigo?" Goop taunted.

"No way!" Ichigo shouted back. He continued struggling to break free but it was no use. Goop was just way too sticky. Said hero figured Ichigo just preferred to keep trying rather than admit defeat.

"Alright, you two!" Shinji called. "Take a break and we can start some more later. This time we'll be testing you guys!"

"Sounds good to me," Goop said as he removed himself from Ichigo, much to the latter's relief. Ichigo was scowling at Ben in irritation, and the wielder of the Omnitrix was perfectly aware of it.

"What?" he asked with a grin. "Upset 'cause I beat you?"

"You didn't beat me!" Ichigo countered. "I just couldn't move!"

"You were completely immobilized with no way of counterattacking," Shinji pointed out to Ichigo. "And you couldn't even hurt him to begin with. If this had been a fight to the death, Goop could have just suffocated you and you wouldn't be able to do a thing about it."

Ichigo paled a little when Shinji pointed this out to him. Ben remained quiet. To be honest, he had never thought of using Goop like that. But then, since he never aimed to kill somebody, the idea has never occurred to him.

"Well," Shinji added as a jib, "Maybe Kido could have saved you but from what I can tell, you suck at stuff like that."

"Hey!" Ichigo cried, indignant despite it being the obvious truth.

"So," Shinji looked at Ben, "Now we know what Aizen plans on doing."

Ben scowled. "Yeah, and I can't let that happen. What I can't figure out is how Eon fits into all this. What does he get out of helping Aizen make this key and overthrow the Soul King?"

"Maybe he plans on betraying Aizen after they kill the Soul King," Love suggested.

Ben shrugged. "Maybe. I mean, overthrowing this Soul King sounds pretty big, but it's still pretty small to Eon's old plans of trying to take over all reality."

Rose considered this. "Perhaps, but maybe he's stuck and simply decided that he would have to settle for less."

Ben scrunched up his face. "Maybe. Still…"

"So what?" Ichigo spoke up. "Doesn't matter what his plan is. What matters is stopping him so that's all we need to worry about."

The Vizards all deadpanned at Ichigo. "Aren't you the least bit curious about what Aizen and Eon are up to?" Lisa asked him.

"Nope. All I know is that I need to stop them."

Ben couldn't resist a grin at his friend. He wasn't concerned with the details, just what he needed to do. Then a thought occurred to him. Despite the whole time he was in this universe, he had never really socialized with any of Ichigo's friends. Sure, he and Orihime were on friendly terms but Ben didn't know any of Ichigo's other friends aside from Chad. One time he had asked Urahara if he was going to attend Ichigo's school but Urahara said there would be no point in sending him. Even when all those Shinigami started going undercover at Ichigo's school, Urahara still thought there wouldn't be much sense in sending Ben to the school.

"Say, Ichigo?" Ben said.

"Yeah?" Ichigo asked.

"Tell me about your friends," Ben said. "Aside from Orihime, I don't really know much all about them."

Ichigo scratched his chin. "Well…" He gazed at the ceiling. "There's Tatsuki. She's been my friend ever since I was a kid. She was probably my first real friend. Then there's Chad. We've always had each other's backs. Keigo is really annoying and has a habit of trying to hug me or something. Mizuiro always on his cellphone and has a habit of bugging Keigo. And there's Ishida. He didn't like my guts back then."

Ben chuckled. "I know how that feels."

Ichigo looked at him. "Huh?"

"My pal, Kevin Levin. We were sworn enemies for years. Now we're best buddies and he's dating my cousin." There had been that time when Kevin got crazy under power and he had nearly been forced to kill him, but he didn't think he needed to bring that up.

"Cousin?" Shinji asked.

"My cousin, Gwen. She and I always fought when we were kids. Luckily we both grew out of it. She got into college early and she's doing great. Kevin got a job near the campus so he could be close to her."

"Aw, that's so sweet," Mashiro gushed.

"Then there's Rook Blonco," Ben added. "My partner."

"You have a partner?" Rose asked.

"Grandpa assigned him to me shortly after Gwen and Kevin left," Ben explained. "We didn't always see eye to eye at first but he's a good guy."

Soon Ben and Ichigo found themselves conversing about their different experiences. The Vizards noticed this and couldn't resist smiling.

"Those two are getting along very well," Rose noted.

* * *

Meanwhile, in Hueco Mundo, Aizen was going over what Ulquiorra had shown him. He was studying the strange abilities that Orihime had demonstrated during that time, such as healing Chad's arm when Yammy snapped it off.

"What an interesting ability," he said to himself. But someone had overheard.

"Who?" Eon asked, approaching Aizen, while looking quite disgruntled.

"The girl, Inoue Orihime," Aizen said before noticing the look on Eon's face. "Trouble?"

Eon scowled. "Baraggan again. That fossil continues to challenge me, believing that his power over time is greater than mine. Bah. The old fool has yet to truly comprehend and appreciate the power of time."

Aizen gave a light chuckle at this. "Indeed. I believe Yammy appreciates your powers to heal his severed arm."

Eon snorted. "Child's play. Now, what about that girl's abilities. Ulquiorra believes them to be similar to my own."

"What do you think?" Aizen asked.

Eon frowned. "There is a certain similarity, but no, her powers are different from mine. I can't quite place it but they are different, that much is certain." He noticed the look in Aizen's eyes. "You think she could be useful?"

Aizen just smiled, which was all the answer Eon needed. Aizen was up to something, but what use could that girl possibly be?

* * *

Back at the Vizards' warehouse, Ichigo was currently sparring with Hiyori. Ben was resting when Hachigen approached him.

"Ben. A word, please?"

"Sure," Ben got to his feet and went over to the rotund warrior. "What's up?"

"Could you get that young lady who was over here earlier?"

"Orihime?"

Hachigen nodded. "I believe she would feel more comfortable if someone she was familiar with asked her to come here."

"Uh, sure," Ben said, wondering why Hachigen needed to see Orihime. He went up the stairs and outside the warehouse. Ben prepared to get Orihime when he came to a stop. A sudden thought had just occurred to him.

"Uh…how am _I _suppose to find her? I can't sense spirit energy and I don't know where she lives." Ben scratched his head. He could ask around and see if anyone knew where she lived. Or maybe he could ask Urahara if he knew. With a shrug, Ben made his way towards the shop. When he opened the door, Yoruichi was already there, causing Ben to slightly jump.

"Hello, Ben. What brings you here?" Yoruichi asked with a slight smile.

"Uh, hi, Yoruichi," Ben said. "I'm looking for Orihime. Do you know where she is?"

For some reason, Yoruichi's smile slipped a bit, making Ben curious. "She left with Rukia earlier. Why are you looking for her?"

"Hachigen wanted to see her about something. He sent me to find her, but I didn't know where to start." He was curious about the look on Yoruichi's face, showing that she was in deep thought about something. But what?

"Come on, Ben. I'll take you to them." Yoruichi led Ben down the street."Not being able to sense her reiatsu must be a bother."

"That would be useful," Ben admitted. "It's similar to how Gwen can sense people's mana. Though she usually needed someone's belonging to help her."

"This mana is very similar to reiatsu," Yoruichi noted. "I'm sure Kisuke would love to research it if he could."

Ben chuckled at that. He had spent enough time with Urahara to know that he loved doing research. He was always afraid the exiled Shinigami was going to strap him to an operation table and start dissecting him.

"So how goes the training?" Yoruichi asked.

"Going good," Ben said. "Shinji suggested I rotate my aliens and use their powers in combos."

"That's a pretty good idea," Yoruichi said after a moment of thinking. "You'll have a better chance of winning than simply using just one alien."

Ben couldn't help but smirk. "I don't know, some aliens are pretty handy by themselves. Gravattack for example…" He just grinned as he noticed the scowl on Yoruichi's face.

Soon the two came to a stop at one of the many buildings in Karakura Town. "They're inside here?" Ben asked.

"On top," Yoruichi replied, pointing to the roof of the building.

"No prob," Ben said as he prepared to activate the Omnitrix. "Just a quick change to Crashhopper and I'll be up there in no time." Before he could activate the Omnitrix, he suddenly found himself lifted up and now being carried bridal style by Yoruichi. "What's the big idea?" he asked with reddening cheeks. This was humiliating and he seriously hoped that nobody saw him.

"This way is faster," Yorcuichi replied with a big smirk on her face. Before Ben could object, Yoruichi leaped into the air in a way that would definitely put Crashhopper to shame. She landed on the rooftop, right next to a very startled Rukia and Orihime. Even though Ben was used to jumping high by himself, playing passenger was another story. An amused Yoruichi noticed that the hero in her arms was pretty shaken up.

"You okay?" she asked, her smirk back on.

"I'm fine," Ben grumbled. "But my ego took a beating." Ben struggled to get out of Yoruichi's hold and the Goddess of Flash helped him to his feet before his thrashing made him fall over.

"Yoruichi-san? Tennyson-kun?" Orihime asked, confused.

"Hey, Orihime. Hey, Rukia," Ben muttered, annoyed at Yoruichi's antics. But she just looked at him with her arms crossed and a mischievous smile on her face. Ben was really tempted to use Gravattack on her again.

"What are you doing here?" Rukia asked. Ben noticed that she was giving Yoruichi the stink eye for some reason. What was that about?

"One of my friends wanted to see Orihime about something," Ben said, not knowing if he should mention the Vizards to Rukia or not.

"Me?" Orihime asked.

"Who is it?" Rukia asked, curious and a little bit suspicious.

"An ally," Yoruichi said. Rukia glared at her again.

Ben didn't know what Rukia was upset about but it was probably good for his health if he stayed out of it. He looked at Orihime. "Ready to go?"

"Um…sure," Orihime said. She had a feeling that Ben was talking about those guys he and Ichigo were training with, but she didn't understand what they wanted her for.

Ben grinned as he activated the Omnitrix, selected the alien for the job, and slammed the dial down. When the green flash passed, the human and the two Shinigami were looking at a humanoid alien that looked like a cross between a pterodactyl and a parrot with some kind of jetpack.

"This is Astrodactyl," this new alien even sounded like a parrot. "Ready to fly, Orihime?"

"Fly?" Orihime asked. "Really?"

"Sure," Astrodactyl said. Wings came out of his jetpack. He held out his arms. Orihime looked at him nervously. "Don't worry, Orihime. I'll make sure nothing bad happens to you."

"Well, okay." Orihime went over to Astrodactyl, who gently held her. Activating the power in his jetpack, the two ascended into the air. Making sure he had a firm but not too tight grip on his passenger, Astrodactyl starting flying back to warehouse. Orihime was enjoying herself the whole time. As the two headed off, Rukia rounded on Yoruichi, who had a suspicion about what the more petite Shinigami was upset about.

"I want to have a talk with Urahara," Rukia said firmly.

* * *

Orihime and Astrodactyl made their way to the warehouse. Astrodactyl gently lowered Orihime to the ground before changing back to normal.

"That was fun, Tennyson-kun!" Orihime beamed.

Ben grinned. Orihime was a such a sweet and optimistic girl that she seemed able to lift other people's spirits. "Glad you liked it. Now come on, Hachigen is waiting."

"Hachigen?" Orihime asked.

"He's the…the big one," Ben said.

"Oh, him!" Orihime realized.

With that, the two went inside the warehouse. As they descended down the stairs to the training area, Ben saw that Ichigo was still hard at work training with Hiyori. He wondered if the two had taken any breaks. The other Vizards were watching the training but turned to notice the hero and the healer walking down the stairs. Hachigen got up and walked over to them. As the two got closer, he sat down cross-legged.

"Hello, Hachigen-san," Orihime said, giving a polite courtesy to the large Vizard. "Tennyson-kun said you needed to see me."

Hachigen said nothing, merely studied her. Then he placed the thumb and index finger of his left hand on her head as if to hold her in place. Ben couldn't help but noticed how huge his hands were and how small Orihime's head looked in his hand. With barely any effort, Hachigen could probably pop her head like that. Orihime was about to ask what he wanted when he suddenly turned her head to the side. Orihime flailed her arms wildly.

"Hey, hey, watch it!" Ben shouted to her defense. "You trying to twist her head off or something?" Hachigen seemed to ignore him and was still gazing intensely at Orihime.

"Hmm. I see," he said. "This hairpin is the real source of your power. So in a way it's like a Zanpakuto. How extremely rare."

Ben looked at Orihime's hairpins. The previous night, when she was healing Rukia, she had given a summary of her powers. Apparently she had the power to heal, defend, and attack. Pretty useful abilities.

"However, it is incomplete," Hachigen added. "From the moment you came in, it had my attention."

"Incomplete?" Ben asked. He got a closer look at the hairpin. Now that he got a better look at it, it seemed that a piece of the flower hairpin had been broken off.

"Yes," Orihime said. "I can't repair it. He's in pieces."

Ben wondered what Orihime was talking about but his thoughts were interrupted by Hachigen.

"Could I repair it for you?"

Orihime gaped at him. "R-really?!"

"Of course!" The large Vizard said jovially.

"Ya…yatta!" Orihime cheered. "Thank you so much!"

"No problem," Hachigen chuckled.

"First," Ben said. "Could you let go of her head?"

Later, Ben was sitting next to Orihime as Hachigen began his work. Orihime explained how, after she had left the warehouse, Yoruichi had appeared, saying Urahara wanted to see her. When she got there, Urahara declared that Orihime was to be removed from the battle because her offensive power, Tsubaki, had been destroyed during the fight with Yammy. And as such, without any offensive power, Orihime was just going to be a burden to everyone else.

Now this got on Ben's nerves. On the one hand, he could understand Urahara wanting Orihime out of the fight since she couldn't defend herself. But to say she would be a burden to the others was unnecessary. Now he understood why Rukia was upset with Yoruichi and he had a good mind to introduce Urahara to Way Big.

"No wonder," Hachigen said. Orihime's hairpin was in one of his barriers. Beside it were some shards of the missing piece. "You couldn't repair it because it was shattered into so many pieces that almost nothing remained. And that was the reason used to separate you from the team. Or something along those lines, am I correct?"

"Uh," Orhime sweatdropped. "It's sorta different but I've already explained it five times so I'm gonna leave it at that."

Ben resisted the urge to slap his forehead.

"However it's strange," Hachigen said as he looked at the hairpin. "As long as I can see your reiatsu, it should be that your powers are very similar to mine. And if that is the case, even without the destroyed shard…I should be able to regenerate it to its original shape."

Ben tapped his chin. "Maybe Orihime hasn't learned how to yet," he figured.

"That is a possibility," Hachigen admitted.

Just then the pieces of the broken clipped formed into a small, fairy-like guy dressed in black with a bandanna covering his mouth. Ben raised an eyebrow at this. Orihime's offensive power was some kind of a fairy? The fairy, apparently this Tsubaki, looked around in a daze. Orihime stared at him with all the wide-eyed, open-mouthed wonder of a child.

"What's with that look on your face, woman?" Tsubaki asked in annoyance.

"Yatta!" Orihime cried happily, grabbing Tsubaki and hugging him like he was a newborn kitten. All the while, Tsubaki was struggling from her affection.

"Whoa!" he cried. "What's with you? Let go!"

"Thank you, Hachigen-san!" Orihime said, still hugging Tsubaki to her face. Ben couldn't help thinking that it was both funny and adorable.

"You can call me Hacchi if you want," Hachigen said. After a moment, "Orihime-san…"

Orihime and Tsubaki, who was comically yanking Orihime's bottom lip, stopped to look at him.

"I have now restored Tsubaki," Hachigen said. "Now you can certainly join the war front, right? However, I also cannot encourage you to fight in this war."

"What?! Why?!" Ben demanded. What was the point of restoring her offensive power if he was just going to tell her not to fight anyway?

"If her powers are like mine," Hachigen replied. "Then of course she is not fit for battle." Ben scowled at that but Hachigen went on, "And if the opponents are like the Arrancar, that's more the reason not to." He looked at Orihime. "Even so…do you…still wish to fight?"

"Yes," Orihime said, full of determination. "I want to fight!"

Ben grinned while Hachigen did not say anything for the moment.

"If that's the case, fine. You have still not realized your full potentials. There is definitely a method for fighting. Please listen and remember this well," he smiled at her, "The 'How To' is not important. It's the 'How Do You Want To Do It' that is."

Orihime and Ben both stared at Hachigen as they took this information in. In retrospect, that sounded a bit similar to what everyone was telling him to do with his aliens. Maybe it could work for Orihime as well.

"Okay! Thanks!" Orihime said as she started heading to the stairs.

"Bye, Orihime!" Ben called as he waved to her.

"Bye, Tennyson-kun!" Orihime called back. "Good luck!"

Ben grinned. "You too!"

When Orihime left the warehouse, she found Rukia waiting for her. "Kuchiki-san?" She panicked. "Kuchiki-san! Um…inside here is actually…"

"You don't have to say anything," Rukia reassured her. "Once I got here I could sense Ichigo and Ben's reiatsu. Ichigo never said anything about it and I honestly didn't consider Ben. But, this must mean they have something in mind. It's good enough as long as those two are safe." She smiled at Orihime. "Let's go, Inoue."

Orihime smiled back. '_Kurosaki-kun. I'm weak, so it's always like I turn back to you for help. But now I won't look back and I'll go forward. The next time we meet, I won't look to you for help. Kurosaki-kun, I'll be able to fight on my own.'_

"Ya! Let's go, Kuchiki-san!"

But little did Orihime know of the trouble that would soon follow her.

**_~One Month Later~_**

Ulquiorra walked down the hall of Las Noches, stopping at one of the rooms. He opened the door to see his companion Yammy, who was getting up from a nap.

"Ulquiorra?" Yammy asked, seeing his comrade. "What's up?"

"Aizen-sama wishes to see us," Ulquiorra replied. "How is your arm?" He asked as his larger companion started rising.

"Good as new, thanks to Eon," Yammy replied, flexing his fingers.

"Wasn't it a good idea to bring your severed arm with us?" Ulquiorra noted.

"Would it have mattered?" Yammy asked. "Eon could probably have restored it anyway."

"Perhaps, but if you had lost your arm, Aizen-sama may have asked Eon not to restore it. Just as he told Eon not to restore Grimmjow's arm."

Yammy frowned as he recalled that moment well. Although Eon could possibly restore Grimmjow's arm, Aizen requested that he didn't to teach the fallen Espada a lesson. Since Yammy had brought his arm back, he was still allowed to get it reattached.

"Come," Ulquiorra said, already leaving the room. "We shouldn't keep Aizen-sama waiting."

Yammy simply followed Ulquiorra down the hall.

* * *

Ben could not believe that it had already been a month since he came to this universe. Time sure did fly when you're preparing for war. His training with the Vizards, he felt, had truly paid off. They helped him come up with all kinds of new combinations to use his aliens with. And as such, he was feeling pretty confident for when he went up against the Arrancar again.

"Dinner time!" Kensei called to the others, banging two pans together to get everyone's attention. Ben fought the urge to laugh at Kensei wearing an apron. "Gather up, bastards! The last one to finish washes the dishes!"

Not wanting to wash the dishes, despite how easy it would be thanks to his aliens, Ben hurried to get some food.

Once everyone was done, they sat down to compare notes. Ichigo, who was last, wound up doing the dishes.

"So how is it, Hiyori?" Shinji asked said pigtailed Vizard. "How's the situation with Ichigo's Hollow-transformation maintenance?"

"Can't you see just by looking?" Hiyori asked, pointing her thumb at Ichigo. "Just now I finally got around 10 seconds. Worthless piece of shit. There's no point in talking about it…that old hag."

Ben looked at his clearly irritated friend with pity. Despite it already a month into their training, Ichigo had only gotten to ten seconds. Was maintaining the Hollow mask really that hard?

"On the other hand," Lisa said, "Ben's made some great progress with his aliens. I guess he's just better. Maybe Ichigo should give up."

"Shut up, porno girl!" Ichigo snapped angrily. "I don't want to hear that from someone who doesn't participate in training!"

Lisa crossed her arms. "I _am _participating, stupid!"

Ben couldn't resist a jib. "How? Usually you're just sitting by and reading your porn. How is _that _participating?"

"I tried lending you and Ichigo some but you rejected it," Lisa told Ben.

"Why would I look at porn?!" Ben demanded angrily.

"Yeah!" Ichigo agreed. "That sounds like it could be true so don't make jokes like that!"

"You're both growing boys," Love said. "It's natural. I borrow from her once every two days."

"Don't put us in the same category as you!" Ben and Ichigo both shouted. "We're not perverts!"

"I am _not _perverted!" Lisa shouted. "I'm just immensely fascinated!"

"Sounds like a pervert to me," Ben said smartly, causing Lisa to scowl in annoyance.

Shinji was deep in thought. Ichigo's progress was pathetic to say the least. A month's worth of training and all he got out of it was ten seconds. The only way he could hope to extend his time was by extensive training. The good news was the war wouldn't start until December. They still had two months left. Hopefully Ichigo would improve by then.

* * *

Ulquiorra and Yammy continued walking down the hall until they came to a large set of doors.

"Ulquiorra reporting," Ulquiorra said. The doors opened up and the two went inside. Within the room was Aizen standing before a cube that was made of some transparent material. Inside was a humanoid figure wrapped in bandages. Sitting on various platforms were fellow Espada, overlooking the whole event.

"So you came, Ulquiorra, Yammy," Aizen said, looking back at them. "We were just wrapping up." He stood went over to a smaller glass-like cube before the bigger one. Inside this cube was a small, black orb. The Hogyoku.

"How is the current status of the Hogyoku's awakening?" Ulquiorra asked.

"Fifty percent," Aizen replied. "As planned…according to those in Soul Society."

"Why do you bother waiting for it to awaken?" Eon, who was also attending, asked. "Let me use my power and I can speed up the process."

"That is possible," Aizen noted. "But I don't wish for any side effect. Who knows what might happen if you tried to use your power to accelerate the Hogyoku's awakening."

Eon scoffed and crossed his arms, visibly irritated.

"Of course," Aizen went on, "There is no way to understand unless you are the person to directly touch the Hogyoku. And so, most probably, the Hogyoku was sealed away right after it was developed. And from that, was never released. Not even Kisuke Urahara would know." He reached into the cube to touch the Hogyoku. "The Hogyoku, that's in its dormant state, will be released from the seal through temporary fusion with one who has double the reiatsu of a captain…" When his hand touched the Hogyoku, energy began building up and all present in the room could feel the power radiating. "Instantaneously…it will exert the same level of power that the Hogyoku has when it is fully awake."

The larger cube began cracking from the power of the Hogyoku. In a matter of seconds, the cube completely shattered, along with the bandages. Now there was a young, boy-like Arrancar with a mask fragment on his head shaped like a type of crown.

"Do you think…you could tell us your name, new comrade?" Aizen asked.

"Wonderweiss…" The boy said, his voice raspy and weak. "Wonderweiss Margera."

Nobody said anything, simply taking in what they saw before them.

Eon groaned in annoyance. Didn't Aizen have enough Arrancar at his disposal? Was making anymore really necessary? Did he do it out of caution or simply to increase his numbers? His musing stopped when Aizen then addressed Ulquiorra.

"You still remember, Ulquiorra, the orders I gave you one month ago?"

"Yes," Ulquiorra replied.

Aizen smiled. "Execute it. I'm giving you the power to make the command. You can take whoever you like with you."

"Understood," Ulquiorra answered.

Aizen then paused. "Oh, that's right." He turned his head towards one of the higher platforms. "Would you, like to come along…Grimmjow?"

Sure enough, it was none other than Grimmjow, who didn't reply but perhaps he didn't need to.

* * *

Back in Karakura Town, Hitsugaya, Ikkaku, Matsumoto, and Yumichika were training in the forest area nearby Karakura Town. They were all trying to connect with their Zanpakuto spirits, with mixed results. At the moment, Yumichika was throwing a bit of a fit, repeatedly slamming his Zanpakuto against a nearby rock.

"Gah!" Yumichika cried. "It's sooo annoying!"

"Shut up!" Matsumoto shouted, throwing her shoe at him. "Can't you shut up for a bit?!"

"That bastard, Fuji Kujaku, is sooo annoying! I can't stand him!" Yumichika ranted. "He's conceited, full of himself, thinks the world revolves around him, and thinks he's beautiful! Argh! I can't stand him! I definitely don't think he'll become any of that! That's besides the point! Even if he asks, I won't help!"

Matsumoto was skeptical. "What are you talking about? That dude sounds exactly like you." She huffed. "Haineko on the other hand is selfish, moody, lazy, good for nothing, and stupid. I guess it's true what they say about same-types repel."

Yumichika shrugged mockingly. "That sounds exactly like you. You're the type of person to say 'That's not me! I don't look like that!' when you look at your own picture!"

Angrily, Matsumoto started attacking Yumichika, which in turn was disturbing Hitsugaya and Ikkaku, who were doing much better with their Zanpakuto.

"You guys are noisy!" Hitsugaya shouted. "Concentrate! Or I'll kick you back to Soul Society." He huffed. "Seriously…I can't even have a quiet conversation with my Zanpakuto."

Ikkaku, who was quietly meditating with his Zanpakuto, noticed something different about the sky. The clouds were moving fast.

Hitsugaya noticed Ikkaku. "Did you say something, Madarame?"

"…No…" Ikkaku said. "It's nothing."

Or so he thought. The group suddenly became alert when some very high reiatsus suddenly came out of nowhere. They looked to the sky to see a Garganta open up. When it completely opened, they saw Yammy, Grimmjow, Wonderweiss, and a rather effeminate looking Arrancar with short, black hair.

"Arrancar?!" Yumichika cried. "No matter what, isn't it too fast for them?!"

"It's certainly too fast," Hitsugaya said, "But it doesn't seem like we have the time to think of the reason."

"Oh," Yammy looked down at them. "We came at a fun place, didn't we? Looks like there are some there with high reiatsu. I guess I can go from level for starters."

"What are you saying? Those are Shinigami!" The effeminate one said. "Those are what Number Six was talking about, reinforcements from Soul Society. Right?" He looked back at Grimmjow, who didn't say anything. "Oh, so~~ry. It's former Number Six."

"They're not in that group," Grimmjow said. "The two I want to kill." With that, he shot from the others.

"Oi! Grimmjow!" Yammy shouted. But Grimmjow was long gone. "That bastard!"

"Leave it," the effeminate one said. "After all, hes' a dropped Espada. There's nothing he can or could do."

"Tch…" Yammy looked down. "He's right though. The guys I want to kill aren't there either."

"Oh, is the guy you want to kill the one who cut off your arm? Or the one that beat you up and blocked your Cero?"

Yammy grinned. "Both of them." He looked over at Wonderweiss, who was staring off in a completely different direction. "Oi! We're going, new guy! How long are you gonna stay spaced out for?"

"Au…" was all Wonderweiss said, not even looking back at Yammy. One had to wonder if he had even heard his comrade at all.

"Tch," Yammy scoffed. "Seems like we got another weird one in our group." He turned around just in time to block a blow from Hitsugaya.

"10th Division Squad Captain Hitsugaya Toshiro," Hitsugaya introduced himself.

Yammy grinned. "Isn't that a coincidence. I'm also a 10. Arrancar No. 10. I'm Yammy!"

"Number 10! You're talking about the Espada?" Hitsugaya questioned.

"You know your stuff," Yammy noted. "Seems like you were fighting against someone with a big mouth."

Yumichika and Ikkaku faced the effeminate Arrancar. "You're also…Espada?"

"That's right," The Arrancar smirked at them. He pulled down part of his uniform to show a 6 on his hip. "I'm Luppi. Ranked No. 6."

Matsumoto couldn't help but sweat-drop as she faced Wonderweiss, who seemed more interested in a nearby butterfly than her. "This guy…I'm not sure if its okay to kill him."

* * *

At the Vizard warehouse, everyone had been alerted to the presence of Arrancar and now Ben and Ichigo were struggling against their allies.

"Let go!" Ichigo cried. He was being pinned down by Love and Kensei.

"We have to help!" Ben shouted. Rose and Mashiro were holding onto him.

"We're saying that it's still impossible!" Kensei said.

"You two aren't ready to fight them again!" Rose argued. "Let the Shinigami from Soul Society handle this!"

"What's the point of training if we can't even fight?" Ben asked as he struggled.

"Ben's right!" Ichigo pointed out. "The whole point of our training is for times like these!"

Just then Kensei felt something grab his shirt. He turned to see Shinji.

"Let them go," Shinji ordered.

With that, the Vizards released their friends and the two started running up the stairs. "Oi!" Kensei shouted at Shinji. "What are you thinking, Shinji?!"

Ben and Ichigo made it outside the warehouse…only to come to a halt when they saw Grimmjow standing in the air above them.

"Grimmjow," Ben snarled, clenching his fists.

"Yo," Grimmjow said casually. "I've been looking for you two."

Ben noticed something different about their opponent. "What happened to your arm, Grimmjow?"

"I threw it away before I came," Grimmjow replied tauntingly. "I thought it'd be too much of a hassle. I don't need two arms to kill you two."

Ben sneered. "Oh, man. I'm gonna make you eat those words." He was about to activate the Omnitrix.

"Wait, Ben," Ichigo said, stopping him. "Help the others. Leave Grimmjow to me."

Grimmjow frowned. "What was that?"

Ben looked at Ichigo uncertainly. "Ichigo…are you sure?"

"Yeah," Ichigo assured him. "It won't be like last time. I can handle him on my own."

That did not raise Ben's spirits. Ichigo could only hold his mask for ten seconds. Would that be enough time?

Grimmjow was getting angry now. Last time they fought, he had both of them on the ropes. And now here the Shinigami was, bragging that he could beat Grimmjow on his own. "You little…"

"Go, Ben. I got this!" Ichigo said.

Ben sighed. "All right, Ichigo. Good luck." He activated the Omnitrix, switched the dial to Astrodactyl, and slammed it down. Ben was gone in a blur. Grimmjow was about to pursue him when he felt Ichigo's reiatsu rise.

"Let me show you, in this one month, how much I've changed!" Ichigo shouted, preparing to go Bankai.

* * *

In the park, Yammy blasted himself out of Hitsugaya's ice attack with relative ease. "What the hell was that?" he asked mockingly. "That was rather refreshing."

Hitsugaya frowned. Even though Yammy was the 10th Espada and his limiter had been removed, it seemed he couldn't do anything without bankai.

Meanwhile, Yumichika got sent flying across the air by Luppi. "I keep telling you," the Arrancar taunted. "There's no way you can win 1-on-1.

Yumichika wobbled to his feet, which was saying something since he was standing in mid-air. "Be quiet," he hissed.

Luppi looked at Ikkaku, who was just standing off to the side. "Hey, why don't you talk some sense into him? I'm seriously going to kill him soon you know?"

Ikkaku frowned. "I'm not interested in 2-on-1 fights."

"Oh, come on," Luppi pouted. "You guys are so lame." He looked over at Yammy. "Hey, Yammy! Let me have that kid too, okay? These guys are annoying! Let me have them, 4-to-1. After I release, I'm gonna fight them all!"

"Big talk for a little boy to say!" a voice squawked.

"Huh?" Was all Luppi could say when something fast slammed into him. Everyone was taken by surprise.

"What was that?!" Yammy asked.

Just then Astrodactyl shot out of the rubble he slammed Luppi into. "Sorry I'm late," he squawked. "Traffic was murder."

"Ben?" Matsumoto asked in surprise.

"What is that? Some kind of chicken?" Ikkaku asked.

Yammy's face lit up. "It's you!"

"Strangle! Trepadora!"

Astrodactly turned to see eight tentacles suddenly shot at him. Firing a sonic boom from his jetpack, Astrodactyl shot away from the tentacles' reach. "Whoa! What was that?!" The tentacles were coming from the spot he had knocked Luppi into.

"So you're the great Ben Tennyson who beat up Yammy and Grimmjow." The smoke cleared revealing Luppi, with eight enormous tentacles, with a bone cowl also appearing on his head. Each of the tentacles connected to Luppi at one of the corners of an octagonal design fixed on his back.

"Allow me to introduce myself," Luppi said mockingly. "I'm Luppi Antenor, the new Sixth Espada."

"New Sixth? You replaced Grimmjow?"

Before Luppi could answer, Yammy appeared behind Astrodactly and swung his fist. Astrodactyl quickly zoomed out of the way before the blow connected.

"Luppi!" Yammy yelled. "You can have the others but this one is **MINE!"**

"Ah, of course," Luppi said. "Since he's the one who beat you up, you want revenge. Very well." He gazed over at the others. "But unfortunately these four don't look all that challenging."

Astrodactyl decided to make some distance between himself and Yammy. He wanted to go back and help the others but he figured they'd do all right. The new guy didn't look as tough as Grimmjow and he was certain that with four against one, even with those extra tentacles, they stood a chance.

Well, since Yammy was looking for a rematch, this was a good a time as any to put his new training to the test. He was suddenly aware of a ball of energy shooting towards him. It wasn't Cero, but he was in no mood to get hit by it! He quickly dodged only for a volley of others to come towards him. Astrodactly was forced to zig and zag to avoid the blasts. He then spotted the source of them. It was Yammy! He was doing it by forming energy around his fists and "punching" the energy towards him. Yammy laughed as Astrodactyl struggled to dodge.

"I guess I should tell you!" Yammy called. "This is called Bala! It's a technique to fortify your own reiatsu and strike your enemy with! It's not as powerful as Cero…but it's twenty times faster!" He laughed maniacally as he continued firing Bala at the hero. "How's this?! Hey, can you avoid this hit? You can't dodge them all can you?! You die, you alien retard!"

Astrodactyl grunted as he struggled to dodge. Sooner or later one of those things was going to hit and then he'd be a goner. Time to use something else! He touched the Omnitrix dial and turned into Chromastone, using his own powers of flight to hover in the air.

"Ooh, pretty," Yammy mocked. "Why didn't you try that Diamonhead guy? I'm looking for a chance to crush him!"

Chromastone smirked as Yammy fired another Bala at him. Strange, but to Yammy it looked like he was just standing there, waiting for it to hit him. Just as the Bala was about to make contact…Chromastone absorbed it!

"What?!" Yammy balked.

"That's not gonna work on me!" Chromastone grinned. "I'm a conductor for energy!"

Yammy was furious. It was bad enough when Diamondhead blocked his Cero and now this new rockhead was absorbing his Bala!

"You bastard!" He prepared to fire another Bala when Chromastone gathered energy and fired a rainbow-colored blast right at Yammy. The Arrancar wasn't expecting that and howled in pain as the blast connected with his face, knocking him back.

Chromastone grinned. Now was time for a combo! He flew towards Yammy, who was shaking his head furiously to recover from the blast. He looked up to see Chromstone right in front of him.

"Say cheese!" Chromastone taunted before unleashing a blinding flash of light.

"Aaaaaah!" Yammy cried. A blinding flash of light was bad enough but a point-blank one was even worse. Chromastone quickly changed into Cannonbolt, a large, roundish alien whose back and arms were covered in yellow plates. As he started plummeting to the ground, he quickly curled up into a ball. And when he hit the ground, he began spinning wildly to pick up momentum before launching himself right at Yammy. And just as the Espada started getting the spots out of his eyes, WHAM! Cannonbolt slammed right into him, knocking the large Arrancar backwards as Cannonbolt soared into the air. Then he transformed mid-air into Humongosaur. Once he reached high enough, he started falling down. Yammy looked up to see his now larger opponent falling down on him.

"Dog pile!" Humongosaur shouted as he slammed into the Yammy, the two of them crashing into the ground below. As Humongosaur shakily got to his feet, he clutched his stomach. "Maybe that wasn't such a good idea." He looked over at Yammy, who was trying to get out of the massive crater the two of them made. He was battered, bruised, and definitely mad!

But before they could resume fighting, Yammy was suddenly engulfed in a golden light! Humongousaur looked up to see that the golden light was coming from some kind of Garganta. There were also golden lights covering the other Arrancar.

"Tch," Yammy was obviously annoyed. "Mission accomplished, huh?"

Humongousaur frowned. "Mission accomplished? What do you mean by that?!"

Yammy smirked at him. "Wouldn't you like to know?" And with that, Yammy was being pulled into the Garganta along with Luppi and Wonderweiss. Luppi was shouting at the others, swearing revenge for something that the Shinigami had done. Wonderweiss was just staring with an absent-minded look on his face. With that, all the Arrancar disappeared. Ben turned back to normal and ran to where the others were and saw Urahara standing among them.

"Ben?" Urahara asked. "Are you alright?"

"I'm fine," Ben said. "Urahara, Yammy said 'mission accomplished.' What did he mean?"

Urahara frowned. The look on his face made Ben feel that he knew something and wasn't telling. He was still a bit sore with the guy for what he said to Orihime.

"Is everyone alright?" Ben asked, looking at the others.

"We're fine, Ben," Matsumoto assured him. "Captain and Urahara-san helped us out."

Ben nodded. "I need to go and see if Ichigo's all right." He activated the Omnitrix and switched the dial to XLR8. Once he slammed the dial and transformed, he dashed to where he had left his friend.

Urahara sighed. "Forgive me, Ben," he said quietly.

* * *

When the hero made it to the warehouse, he saw Hachigen and Shinji standing next to Rukia. Hachigen was holding a bandaged Ichigo in his arms.

"Ichigo!" XLR8 ran over to him. "What happened?"

"Your Arrancar buddy," Shinji said. "Ichigo was doing good at first but his mask shattered before he could finish him off. The Arrancar started trashing him." He pointed at Rukia. "Your buddy here tried to help but Grimmjow proved a little too strong. I stepped in and this other guy showed up. Pale skin, horned helmet…"

XLR8 frowned. "Ulquiorra."

"He said something," Shinji frowned. "I…I have a feeling this wasn't just a simple attack."

"When the other Arrancar left, Yammy said 'Mission Accomplished,'" XLR8 said. He turned back to normal.

"Mission accomplished," Shinji mused.

Ben looked at Hachigen. "How is Ichigo?"

"This is about all I can do," Hachigen said sadly. "My powers aren't exactly healing. They're more of a time-space regression…"

"Kinda like Paradox," Ben figured.

"In order to invoke those powers, the target state of regression must be precisely indicated," Hachigen went on. "As of now, the Arrancar's reiatsu and Ichigo's own reiatsu are mixed together in his wounds. In that condition, this is the limit of what I can do." He gently placed Ichigo on the ground. "In order to help him get out of this a little faster, it is important to keep him away from people like us who have Hollow-like reiatsu." He looked at Rukia. "Please take him home and rest. That is the best way for him to heal."

Rukia looked at Ichigo sadly. "…Okay. I understand."

"Need some help, Rukia?" Ben asked.

"It's okay. I got it," Rukia told him.

Later that night after Rukia had left with Ichigo, Ben stayed with the Vizards.

"So," Rose said to him. "How did _your _fight go?"

"It was okay," Ben said. "The combo idea worked and I knocked Yammy around with ease." He sighed. "I just wish I was there to help Ichigo."

"It's not your fault," Shinji said. "Let me guess; Ichigo thought he could take Grimmjow on his own?"

Ben sighed again. "Yeah. I should've tried harder to stay."

"It's all right, Ben," Love said. "We've all seen how stubborn Ichigo is. He's the type who has to learn the hard way."

Ben simply looked at his feet. "If you say so."

Soon, everyone went to bed with Ben wondering just what Yammy meant. What was their mission if not to attack? What could it be?

* * *

The next morning, Ben found himself being softly shaken by Lisa. "Lisa? What's going on?"

"Hacchi detected someone outside the barrier. It's one of the Shinigami. I think she's looking for you."

Curious, Ben got up and headed outside the warehouse. Sure enough, it was Rukia. And she looked really worried.

"Rukia?" Ben asked. "What's wrong?"

"Come with me, Ben," Rukia said. "We might have an emergency."

Confused, Ben followed Rukia to an apartment. When they stopped at one of the doors, Ben asked. "Where are we, Rukia?"

"This is Inoue's house," Rukia replied.

"Orihime's?" Ben asked. "Why are we here?"

"Captain Hitsugaya and Lieutenant Matsumoto had been staying here and had set up a communication system in Inoue's house."

"So what's the emergency?" Ben asked.

"There's been interference in the communications," Rukia said. "And Inoue's missing."

"What?!"

Rukia led Ben inside, where Renji, Ikkaku, Matsumoto, and Yumichika already were. And they were standing before a large and rather bizarre looking screen of some kind which was full of static. He wasn't able to ask any questions when the door opened again. This time it was Ichigo, who was looking quite refreshed from yesterday, and Hitsugaya.

"Ben?" Ichigo asked. "What's going on?"

Ben was about to answer when Hitsugaya addressed Matsumoto. "How is the spiritual interference removal going?"

"It seems to be complete," Matsumoto answered.

"Connect us," Hitsugaya ordered.

For a moment there was nothing but static but then, a man with long white hair and wearing a uniform similar to Hitsugaya's appeared on the screen. Ben wondered if the uniform meant he was a captain too. The Shinigami were surprised.

"Ukitake?!" Hitsugaya exclaimed. "Where the Captain-Commander?"

"I'm taking his place," Ukitake told the younger captain gravely.

Hitsugaya narrowed his eyes. "For what reason?"

Ukitake's face softened. "Because I'm the last person to see Inoue Orihime before she entered the Senkaimon."

The Shinigami looked at him in shock but Ben was trying to figure out what in the world a Senkaimon was.

"Judging from your reaction," Ukitake said. "It seems that she didn't make it over there."

Ben frowned. He didn't like the sound of that.

"What's going on, Ukitake-san?" Ichigo asked. "Where did Inoue…disappear to? You guys know something…don't you?"

Ukitake closed his eyes. "I'll tell you what I think. The two guards that passed through the Senkaimon with her returned alive. According to them…they think that Inoue Orihime was either abducted or…has already been killed by the Arrancar."

Ben felt as if a massive weight had just dive-bombed into his stomach. Ichigo looked like he had seen death itself. "Killed?" Ichigo repeated weakly.

"Captain Ukitake!" Rukia cried in shock.

"I know, I know," Ukitake said sympathetically. "I didn't want to say it either. I'm just talking about possible explanations. According to our information, she was confronted by an Arrancar and disappeared with him."

Ben froze. _Mission accomplished…Mission accomplished. Was it…?_

"Don't give me that shit!" Ichigo yelled at the captain. "You're saying she's dead even though you don't have proof? Don't say whatever the hell you want!" He raised his right arm. "Look at this! My wrist was badly injured during yesterday's battle! It was an injury no one here could heal! But when I got up this morning, it was healed without a scar! And there's even some of Inoue's reiatsu remaining. If you still think she's dead after seeing this…"

"I see," another, much older voice said. "That is unfortunate."

Ukitake turned to see something behind him and moved out of the way to let a much older man with the longest beard Ben had ever seen as well as a scar on his bald head. He was holding a cane that looked like a long piece of wood.

"Captain-Commander-dono?" Rukia asked in shock. Ben blinked. So this guy was Yamamoto, the leader of the Soul Society.

"Unfortunate?" Ichigo asked, not liking the sound of that. "What do you mean by that?"

"If your story is correct, then Inoue Orihime is decidedly alive," Yamamoto said. "But at the same time, it suggests an act of betrayal."

_Betrayal? _Ben frowned.

"If she had been abducted," Yamamoto said. "She would not have been allowed to see you again. That is to say, the fact that she healed your wounds and vanished means that Inoue Orihime joined the Arrancar of her own free will."

"HOLD IT!"

Everyone turned to look at Ben in shock by his outburst.

"So…you are Ben Tennyson," Yamamoto said. "The help that Captain Hitsugaya reported about."

"When I was fighting one of the Arrancar, he said 'Mission accomplished,'" Ben said. "And I get it now. He was talking about Orihime. The whole attack was just to distract us so they could get her! I refuse to believe that Orihime joined the Arrancar of her own free will. They forced her to, I just know it."

"Ben, stop!" Renji snapped at him. "You're just gonna make it worse if you keep talking."

Ben frowned. "What?!"

Renji then looked at Yamamoto. "I understand the situation, Captain-Commander Yamamoto. And from here on out, I, Abarai Renji, Squad 6, Vice-Captain and member of Hitsugaya's advanced squad will go to Hueco Mundo in order to open the eyes of the traitor Inoue Orihime."

Ben's face expression didn't change. He couldn't tell if Renji was trying to rescue her or capture her.

"Renji," Ichigo was surprised. Renji grinned at him, causing Ben to think that maybe Renji was trying to rescue her.

"I forbid it."

Ben looked at the captain-commander in shock.

"Now that we know the Arrancar are prepared for war, I would like for all members of Hitsugaya's Advanced Guard to return immediately and assist in the protection of Soul Society."

Rukia felt her knees go weak. "Does that mean…you're abandoning Inoue?"

"Indeed," Yamamoto said. "There is no point in weighing one person's life against the fate of the entire world."

Ben was too shocked to make any kind of retort. And it looked like Rukia couldn't believe that Yamamoto said that.

"My deepest apologies, Captain-Commander," Rukia said. "But I cannot obey that order."

"…I expected as much," Yamamoto said. "I'm glad I prepared for this ahead of time."

Suddenly strange Japanese looking doors appeared. When they opened, two men stepped out. One was really large, quite muscular, with spiky braided hair and an eye patch, making him look like some kind of punk pirate. The other one had slick black hair with some weird head ornament in his hair.

"Captain!" Renji, Ikkaku, and Yumichika cried.

"…That's how it's gonna be," the larger man said. "Get going you guys."

"Do not resist," the other one said. "If necessary, we have orders to bring you back by force."

Ben couldn't believe it as he watched the Shinigami go into the door until Rukia and Renji were left. They weren't going to help Orihime at all. He struggled to control his anger. He disliked Soul Society and he now he might actually hate them.

"…I get it," Ichigo said. "I won't ask Soul Society to lend me its power…but at least…tell me how to get into Hueco Mundo. Inoue is our friend. I'll go and save her myself."

Rukia and Renji stared at him. "Ichigo," Rukia mumbled.

"I forbid it."

Ben whiplashed his head to face Yamamoto.

"What…the hell?" Ichigo said weakly.

"Your power will be needed in the upcoming battle. I cannot permit you to act selfishly and die like a dog. Stand by until you receive further orders. That is all."

"Wait a minute!"

Rukia, Renji, Ichigo and Byakuya turned to face Ben, who was looking at Yamamoto, who had been about to cut the communications, with a face that screamed bloody murder.

"I'm going to Hueco Mundo and rescuing Orihime!" Ben declared.

Ichigo stared at him. "Ben…"

"And before you try to forbid me," Ben said, pointing at Yamamoto, "I want to make something perfectly clear. I am _not _one of your Shinigami so you can't tell me what to do! And even if you try to forbid me, that won't stop me. I'm a hero, saving people is what I do! And I will **never** turn my back on people who need me!"

Ichigo, Rukia, and Renji were completely struck dumb by Ben telling off the Captain Commander. Even Renji's captain was momentarily stunned by the boy's gall. Yamamoto said nothing.

Ben looked at Ichigo. "Ichigo."

"Y…yeah?" Ichigo asked.

"Don't worry," Ben smiled at him. "I'll bring Orihime back safe and sound." With that, he turned around and headed straight out the door. The room had become so quiet that the noise of the slamming door sounded like a cannon blast. Both Rukia and Renji were sweating profusely by the fact that Ben had just told off the Captain-Commander.

"He's got…bigger balls than anyone I've ever met," Renji said weakly.

Rukia could just nod her head mutely.

Renji's captain scoffed. "The boy is foolish." With that he disappeared within the doors, Rukia and Renji following him. Rukia gave Ichigo one last parting look before she went in and the door closed behind her. Yamamoto remained on the screen a little while longer.

_That brat. He's got some audacity talking to me like that. Nonetheless…I am quite impressed._

Ichigo on the other hand was taking in Ben's words. _I will never turn my back on people who need me._

* * *

Ben could feel the adrenaline still powering his body, picking up his speed. He didn't know exactly how to get to Hueco Mundo but he had a feeling he knew who to ask: Urahara. He stomped his way to Urahara's shop and nearly threw the door from the building. Then he saw Urahara standing before him, a solemn look on his face. Ben was able to put two and two together.

"You knew," Ben was enraged. "You knew and you didn't do anything to stop it!"

"I suspected that Aizen would target Orihime for her abilities," Urahara admitted. "And so I removed her from the battlefield. However, by then it was too late."

"Oh, sure," Ben said sarcastically. "Telling her that she'll be useless! A fat lot of _good_ that did! How about actually telling her the _truth_?! That she was being targeted?! Was that too much to ask?! You see why I hate this cryptic stuff? You're just as guilty as Aizen is!"

Urahara said nothing, simply taking Ben's scathing words without any objection. Once Ben had gotten all the anger out of his system, Urahara spoke again. "You're right, Ben. I am to blame. And maybe I should have tried to tell Orihime the truth. That's why…I'll do whatever I can to help. I can tell that you plan on going to Hueco Mundo."

"Damn right, I am," Ben said, surprised by his own profanity, but not really caring. "How do I get there?"

"I'll show you. But first, we should wait for Ichigo and the others."

"Ichigo? Others?"

Urahara smiled at Ben. "I'm guessing Soul Society forbade Ichigo from leaving. Trust me, that won't stop him. Besides, Orihime has other friends too."

Ben raised a brow. "Other friends?"

"Just wait," Urahara said. "You'll see soon enough. Until then, just stay the night here."

Ben frowned but…"Fine," he relented.

So Ben stayed the night in the underground training area. He was still pretty sour at Urahara and wasn't in the mood to converse with him. He became alert when he heard people entering the training area. He looked to see two people approaching him. One was Chad and the other was a guy with short hair, square-rimmed glasses, and wearing some kind of strange white uniform.

"Hello, Ben," Chad said. He gave him a bow of respect. "I never thanked you for saving Ichigo, Inoue and my life. Thank you."

Ben smiled. "No problem, Chad."

"So you're Tennyson Ben," the other boy said. "I'm Ishida Uryu. Nice to meet you."

"Oh, so you're Uryu," Ben said. "Ichigo told me about you." Uryu's polite smile slipped. Apparently he thought Ichigo was saying bad stuff about him. "So…you guys are here to help rescue Orihime?"

Chad nodded. "Inoue is our friend too."

Ben grinned. "Can you guys fight?"

Uryu pushed his glasses to his nose with his finger. "Of course."

Ben's grin grew. "That's good enough for me."

"Now we just need to wait for Ichigo," Chad said.

"So," Uryu looked at the Omnitrix. "Urahara told me that you are a hero from another universe and that device on your wrist lets you turn into numerous aliens. Is that true?"

"It's true, all right," Ben said smugly. "I've kicked some Arrancar butt with this."

"Is that so?" Uryu said. "If what Urahara told me about it is true, then it is one truly powerful device."

Ben rolled his eyes, remembering all the times people from his own universe said that.

The three spent their time conversing amongst themselves when they heard more people enter the area. They looked to see Urahara leading Ichigo to where they were. When Ichigo looked up, he paused in surprise.

"Ishida? Chad? What are you doing here?"

Ben smiled. "So you showed up, Ichigo? Chad and Uryu are coming to help us."

"They're…" Ichigo's face softened. "They can't."

Ben raised a brow. "Why can't they?"

"Ichigo," Chad said. Suddenly his right arm transformed, becoming coated with a red and black armor with a strange protrusion sticking out of the shoulder part of his armor. Chad shot his fist out to punch Ichigo and Ichigo quickly blocked it with his sword. The result was a powerful explosion that rocked the area and nearly knocked Ben off his feet. When the smoke cleared, Ichigo was staring in amazement at Chad, whose arm was slightly smoking.

"Even after that," Chad said. "…Is my power still not enough? Ichigo…"

"Chad," Ichigo said.

"Believe in us, Ichigo. Don't carry the burden by yourself. That's…what friends are for!"

Ichigo remembered what Ben had told him before, about not trying to do everything on his own. He had been so caught up in everything that he had forgotten that. He looked over at Ben, who had his arms crossed and a smile on his face. He nodded.

"Yes, ye~~~~s!" Urahara called, waving his fan. "Are you all prepared?"

The four boys shared a look with each other, then they looked at Urahara.

"We're ready!" Ben said.

Urahara smiled behind his fan. "So you are." He lead the boys to two large rock formations that stood an equal distance from each other. On either rock was a wooden beam. Urahara stood on the right beam and began to chant. As he did, energy began building around his cane and the beam. The energy then connected from beam to the other.

**"My right hand is the stone that bridges worlds. My left hand is the blade that binds reality. The black-haired shepherd is hung from a chair. Stratus clouds come, and I strike down the ibis!" **Urahara chanted.

The energy between the two beams began taking an oval shape.

"This is the hole Arrancar use to come and go," Urahara explained. "It is called a Garganta. There's no path inside, just a turbulent flow of spirit particles swirling around. Make a foothold from those and use it to move forward. Ben, I highly recommend using an alien that can fly."

Ben grinned. "No problem." He activated the Omnitrix, selected the alien he wanted, and slammed the dial down. Big Chill appeared. "How's this?"

"That works," Urahara said. "Now, if you head through the darkness, you should arrive in Hueco Mundo."

"Understood," Ichigo said. "Urahara-san, will you take care of my family? I want you to tell them good things so they don't have to worry about me."

"…All right," Urahara said. "And your friends?"

"I'll…apologize to them when I get back." Ichigo replied.

Urahara smiled. "Understood."

The four braced themselves as they faced the Garganta opened to show darkness within.

"Let's go!" Ichigo shouted.

And so, the four shot into the Garganta. To rescue Orihime and maybe take down a few Espada as well.

* * *

Meanwhile, in Hueco Mundo, Orihime watched in horror as Grimmjow, with a fully restored arm, blew Luppi to pieces.

"It's back!" Grimmjow laughed wildly. "My power is back! _I _am Number Six! The Sexta Espada Grimmjow!"

Eon, who had been standing next to Aizen's thrown, whispered to him. "Rejection of events? God's territory? Should such a girl be allowed to live? At her fullest potential, she could be as powerful as Alien X."

"It's quite alright, Eon," Aizen told him. "Despite her power, she does not have the nerve to use it to her fullest."

"You know Ben will come to rescue her, right?" Eon said, suppressing a growl of irritation. "The boy would never turn down saving anyone. In fact, I wouldn't be surprised if he convinced that Ichigo boy to come along."

Aizen just continued smiling. "Eon…I'm counting on it."

**End of Chapter**

**Well, everyone. I hope you enjoyed the latest chapter of Bleach: Omniverse. The next chapter deals with the gang's adventures in Hueco Mundo and within Las Noches. You know Ichigo, Uyru, and Chad battle the Privaron Espada, Rukia battles Aaroniero, Renji battles Szayel...but who does Ben fight? Well, all your questions will be answered in the next chapter!**

**Meanwhile, I'm having a bit of a rut. I've decided to remake my story Transformers Prime: Dawn of the Dinobots. Only problem is that I can't think of a decent plot to introduce the Dinobots into the Transformers Prime series. If any of you are a Transformers Prime fan and/or a Dinobots fan, some help would be greatly appreciated.**

**Speaking of Transformers Prime, I actually have an idea in mind for a Bleach/Transformers Prime crossover, which takes place instead of the Lost Agent Arc. After Ichigo loses his powers, Isshin sends him to America to stay his old friend June Darby. There, Ichigo befriends her son, Jack, and his friends Miko and Raf. Ichigo thought he'd finally live a normal life...but instead is caught in the battle between the Autobots and Decepticons! What do you guys think? The idea is still in development so nothing solid yet.**

**By the way, due to all the Rosario+Vampire hype, I gave in to curiosity and looked more into a somewhat similar series called Monster High. I only see bits and pieces of the webisodes but I wouldn't mind reading a Ben 10/Monster High crossover. If anyone is interested in making a crossover like this or knows someone who might be, I'd like to know.**

**Well, everyone. That's all I can think of. See you next chapter!**


	6. War Games

**Disclaimer: Ben 10 and Bleach do not belong to me**

**Special thanks to Pyromania101 and Kamen Rider Chrome.**

**War Games**

Las Noches, Aizen's stronghold within the realm of Hueco Mundo. It was here that his Arrancar army resided. They were lead by the Espada, the most powerful Arrancar Aizen had managed to form. And right now, they were gathering for a very important meeting.

"It seems we have intruders."

"Intruders?"

"It's been reported that the twenty-second underground passageway has collapsed."

"The twenty-second? That's not much of a threat. It's pretty far from here."

"That's too bad. It would have been more interesting if they had broken into the throne room instead."

"Hyahaahaa! That'd be killer!"

"Put a sock in it. I'm tired, so quit it with the loud noises."

One by one the Espada gathered around the table waiting for them. Among those were Ulquiorra, Grimmjow, and Yammy. As for the other seven:

Sitting at Yammy's right was an elderly man with a white mustache and white hair. His face was lined by large scars on the left side of his chin and across his right eye. Despite his aged appearance, he was quite stocky and muscular. He wore a regal white leather coat with black fur lining, short sleeves, and three black fur stripes running along the bottom, golden wristbands on both wrists, and a belt consisting of three thick chains attached to a large metal disk with a sun emblem. The remnants of his Hollow mask took the form of a five-pointed crown just above his forehead.

Sitting at Ulquiorra's left was a man with blue-gray eyes and wavy, though unkempt, dark brown hair, which ended at the base of his neck, parted down the middle along with a faded goatee. His clothing consisted of a white jacket outlined in black, with the collar upturned. He also had a black sash worn in a manner similar to a matador around his waist and he wore white gloves. The remains of his Hollow mask consisted of a fanged bottom jaw which is positioned along his neck. His Hollow hole was on his sternum, right below the tip of his mask.

The tallest Espada, who was sitting on the left of the previously mentioned one, had a very thin and lanky body. His black hair hung past his shoulders, concealing the left side of his face and a large white eyepatch with one exposed dark gray eye. His clothing consisted of a jacket with an overblown spoon-like hood and an opening starting at the neckline, showing most of his midsection, and closing at his waist. The ends of his pant legs closed inside extended and curved boots.

With a look of obnoxious superiority sat a man on the old man's left, sporting shoulder-length pink hair with bangs on the right side of his forehead and two thin lines with no hair on the left side of his head, and amber eyes. The remains of his Hollow mask took the form of rectangular-framed glasses, giving him a scholarly appearance. This individual wore a long shirt that covered his entire torso up to the top of his neck. He had three stripes on his uniform, each starting at his collar with one running to the left side of his chest, one to the right side of his chest, and one down the middle. He wore pants with a slight length taken away. He also wore white gloves.

Sitting beside this one and Grimmjow was a tall, muscular, dark-skinned Arrancar with noticeably larger lips. The remnants of his Hollow mask consist of a row of bony spikes along the crest of his head, forming something similar to a Mohawk hairstyle along with a pair of skull-shaped earrings and a thick bony necklace. This gave him somewhat of a witch doctor appearance. He was also bald and had golden yellow eyes. His uniform consisted of a long mandarin-style jacket with a small opening at his chest area. He wore a hakama like all other Arrancar, although his sandals resemble traditional martial arts training shoes. He had three triangle-shaped tattoos on his chin. He also had four lines running down from his forehead directly above his eyes that ended with dots appearing as exclamation points. These were on both sides of his head, giving him a total of eight lines.

Sitting on Yammy's left was a being whose face was concealed under an elongated white mask covered with eight holes. He wore a dress garb that covered his entire body, complete with a frilly noble's coat and a single white gentleman's glove.

And last but not least was the only female of the Espada, who sat in between the tall one and the masked one. She had dark skin, green eyes, blonde eyelashes, and messy short blonde hair with three braided locks. She wore a jacket with a high collar that covered the lower part of her face downward, while bearing a good portion of the lower half of her large breasts. The jacket had a zipper running along its entire length that is opened from the bottom upwards. The jacket's sleeves completely enveloped her arms, terminating in black glove-like extensions at her extremities, resembling the appearance of a cat's paw. She carried her Zanpakuto horizontally across her back.

Soon, footsteps could be heard approaching them. In fact these footsteps belonged to Aizen, Tosen, Gin, and Eon. Aizen and Gin both looked rather amused, Tosen was stoic, but Eon looked less than thrilled.

"Good morning, ladies and gentlemen of the Espada," Aizen greeted his warriors fondly. The Espada all turned their heads to look at their leader (lord). "It seems that we are under attack," Aizen continued. The Espada said nothing, most likely because there was nothing more to say for the moment. "But first…how about we have some tea?"

Eon snorted in annoyance as a few servant Arrancar appeared and began distributing cups and tea to the Espada, Gin, Tosen, Aizen, and himself. Honestly, Aizen acted like he was some kind of dapper gentlemen. They were under attack and _this _is what Aizen chose to do? On the other hand, Eon couldn't help but wonder something. Where in the world did Aizen get the water for the tea? And did he even want to know?

Once the tea was passed out and the servants left, Aizen sat down at the end of the Espada's table. Tosen, Gin, and Eon stood beside him.

"Has everyone received their tea now?" Aizen asked. Eon had to bite his tongue to stop a scathing remark. Honestly, for all Aizen's power and intellect, the man was frustrating to no end. "Now then," Aizen said, getting to business. "Please listen while you drink. Kaname, visual please."

"Yes sir," Tosen obeyed, pulling a switch in the wall.

A hole opened up in the center of the table, revealing a projection. Aisen informed them, "Following the collapse of the twenty-second passageway, the intruders seemed to have found themselves in the Forest of Menos."

"The Forest?" the old man said. "What are the odds of them winding up there?

"I have a theory," Eon said, drawing the Espada's attention to him. "But why don't we let the visual show us?"

The visual brought up the Forest of Menos, an area that was actually below the surface of Hueco Mundo. The forest was filled with large trees made of a silvery quartz substance. These trees extended to the surface and dotted the landscape of the desert in Hueco Mundo. Aizen and the Arrancar had a considerable amount of influence here. The visual then zeroed in on a horde of Menos closing in on some kind of target. A few were Adjuchas of various appearance and even a few Gillians were there as well. Their targets…

"These are our enemies," Aizen told the Arrancar. "Ishida Uryu, Sado Yasutora, Kurosaki Ichigo," Grimmjow's eyes widened hearing that. "And…"

Just then a figure appeared on the visual. A large, bipedal tiger-man was knocking the Adjuchas around like they were nothing before leaping up at a Gillian and proceeding to smash through its mask and knocking down said Hollow with a single punch. Then with roar, which the visual couldn't record, the creature flung himself at the onslaught of Hollows.

"Well, now," Aizen said with amusement. "I believe this one needs no introduction. Does he, Eon?"

Eon sneered. "No. That's him. Ben Tennyson. Using Rath. A fierce and powerful fighter but utterly stupid."

Yammy's eyes widened now while Grimmjow could feel his bloodlust beginning to build.

"**You mean these**…" the masked one said with a deep, foreboding voice before suddenly switching it to a more high pitched one, "_Are our enemies?"_

"So that's Tennyson," the old man said. "The one you keep talking about, Eon?"

"That's right," Eon said, glaring at Ben intensely as if he hoped the boy would die from him doing that. He looked at the Espada. "Do not underestimate him under any circumstances."

"Well, I can't say for the other three but he certainly looks interesting," said the pink haired one. "Especially from all the aliens you said he can turn into, Eon."

"Feel free to dissect the boy in anyway you wish, Szayel Apporo," Eon said to him.

Yammy smirked wickedly. He was looking forward to getting some payback on the Ben kid and wasn't all that concerned about Ichigo.

"Eon is right about not underestimating Ben," Aizen said. "But the same goes for all of them. The other three, formerly known as "Ryoka", had once invaded Soul Society with just four people and challenged the Gotei 13."

The one with the Mohawk looked at Aizen. "Four people, not counting Tennyson? Who is the fourth?"

"Inoue Orihime," Ulquiorra answered him.

The tallest one laughed. "So you're saying they came to rescue their friend? Isn't that sweet. But they look so weak. Can't the alien boy turn into something stronger?"

Eon was about to reply but the woman beat him to it, "Haven't you been listening? Aizen-sama and Eon said not to underestimate them."

The tall one glared at her. "That wasn't what I meant. What's the matter? Scared or something?"

The woman simply glared at him, not dignifying him with a response. But everyone's attention turned to Grimmjow, who got up from his seat and started to leave.

"Where are you going, Grimmjow?" Tosen demanded.

"Out to kill," Grimmjow answered. "It's best to crush insects quickly once they've gotten inside, right?"

"Aizen-sama has yet to order anything of the sort," Tosen said. "Return to your seat."

"I agree with Grimmjow," Eon said, surprising the barbaric Arrancar. "We should deal with these four now. They'll only become more of a nuisance if they actually get here."

The old man snorted. "It's pathetic. The kid, Omnitrix device or not, is still a youngster as the rest of them. For you to be so concerned is just saddening, Eon."

Eon glared at the old man. "Baraggan, you senile old fool." Then he smirked. "Are you still sore that my own powers exceed yours?"

Baraggan's eye narrowed. "Watch your tongue, brat."

"I have already proven that my mastery over time is far superior to your own," Eon went on. "And, since you don't find Tennyson to be a threat, perhaps I should enlighten you of one particular alien in his arsenal. Clockwork, of the Chronosapien race. He too possesses power over time."

Baraggan clenched his fist tightly at that news. For so long, Baraggan prided himself on his power over time. Then Eon came along and completely upstaged him with his own power over it. To hear of _another_ being possessing this power as well…

"And as much as I hate to say it," Eon said. "Paradox has much greater power over time than even I." He grinned maliciously. "How sad it must be for you, Baraggan. The so-called "King of Hueco Mundo". You took so much pride in your power…and you learn that there are people who make your abilities look like child's play!"

Baraggan gritted his teeth and looked like he was about to get up from his seat. He wanted to put Eon in his place, as brutally as possible.

"That's enough," Aizen said without raising his voice. He looked over at Eon now. "You shouldn't be so hasty, Eon."

"Hasty?" Eon asked incredulous. "I have an opportunity to get rid of a thorn in my side."

"We need to get rid of them as soon as possible," Grimmjow argued. He didn't really care for Eon but the guy was taking his side in this. "What if the kid's gained control over Alien X by now?"

It was here that the warmth in Aizen's eyes somewhat diminished and his smile had dropped slightly. Eon noticed this and smirked again. He knew Aizen secretly feared Alien X. In fact, all the Espada did. Eon told them of the time Ben's universe had been destroyed and he managed to use the power of Alien X to recreate it. The fact that he had a form capable of remaking an entire _universe_ had really unsettled them.

If one had power to recreate a universe, they had the power to destroy it as well.

"You have nothing to fear, Aizen," Eon said smugly. "Ben has not gained control over Alien X. If he had, do you think he would bother invading this place to rescue his friend when he could simply bring her back with a wave of his hand?"

"Maybe he just wants to show off," Grimmjow argued after a moment of silence, glaring at Eon. "You said he liked to show off, so what if he's doing all this so he can come here and use Alien X on us just so he can rub it in our faces?"

Everyone looked at Eon, who was was silent for a moment, but then said, "He's a foolish boy, but he's not stupid enough for that; not anymore. If he could control it, he would have used it by now."

Aizen cast an eye at the time/dimension-hopping criminal while all the Espada tensed. It was obvious to all that Eon was mocking Aizen and wondered what would happen. But Aizen simply reverted back to his warm persona.

Aisen spoke, "Is that so? I'm glad to hear it or it would certainly have complicated matters. As for you, Grimmjow."

Grimmjow looked back at him. "…Yes?"

"I still have much to speak of," Aizen said. "I'd very much like it if you sat back down."

Grimmjow didn't move, simply looking back at Aizen.

"What's wrong?" Aizen asked. "I can't hear you, Grimmjow Jaegerjaquez."

Aizen began flaring up his reiatsu. The pressure began pressing down on Grimmjow as if somebody had just turned up the gravity. He struggled to move but found himself brought down to his knees. Satisfied with this, Aizen put an end to his little display. "I see," he said to the panting Sexta Espada. "It seems you've understood."

Eon frowned. Despite the man being so frustrating, he _was _powerful and not to be taken lightly. Many of his losses were caused by him underestimating Ben Tennyson.

"Ladies and gentlemen of the Espada," Aizen said to his other warriors. "As you can see, we have four enemies. While it would be foolish to underestimate them, there's also no reason to make an uproar. Please return to your rooms and behave normally. Do not be haughty, do not get impatient. Just sit and wait for the enemy."

"What?!" Eon bellowed in outrage. Wait? _Wait!?_

"Do not fear," Aizen said, going on as if Eon's outburst never happened. "No matter what may befall us, as long as you walk by my side, there will be no enemies to stand in our way."

Eon could not believe what he was hearing. Did the man even listen to himself? Was his arrogance so great that he would just ignore a potential threat? It took all Eon's willpower to calm himself down. The boy still had many obstacles to go through. Even if he did manage to enter Las Noches, he still had Aizen's entire Arrancar army to deal with. And then there was the Espada. As long as they took Ben seriously, they had a chance at victory.

* * *

In the Forest of Menos, Ben, Ichigo, Uryu, and Chad were standing among the fallen bodies of their enemies.

"Finally," Ben said as they waded through. "What a dump."

"I must say," Uryu said, pushing up his glasses. "That tiger form's habit of overkill is simply ridiculous. And I thought that only Kurosaki was like that."

"Oi!" Ichigo yelled. "Don't talk about me like I'm not here!"

Ben shrugged. "Rath is Rath."

Ichigo snorted. "How'd we even wind up in this situation?"

Ben paused for a moment as he remembered everything that had taken place. When they had gone through the Garganta, they wound up in some strange passageway. The boys didn't have time to get their bearings before they got attacked by two Arrancar; Aisslinger and Demoura. He was prepared for a fight but Chad and Uryu decided to step up to the plate. The two had difficulty at first until they decided to switch opponents. Unfortunately, defeating the two had set off some kind of trigger that started bringing the whole place down on their heads! In the nick of time, Ben had turned into Armodrillo, knowing his tunneling powers would easily dig them through it. That was a good plan but there was one slight problem…Ben had no idea where he was going! And with the whole place collapsing, Armodrillo couldn't tell which way was up once he started digging. Then _blam_! The group found themselves in some kind of funny forest full of crystal trees and loads of Hollows. Hence why they had been fighting for their lives just a few moments ago.

"Anyway," Ben said, snapping out of his flashback. "We need to get out of here." He looked up. It was crazy to believe this place was underground but Ben had seen weirder things before. "I could just go Big Chill and get us out of there."

"Big Chill?" Uryu asked. "Are you certain that is wise? He didn't look very strong. And how could he get us out of here?"

Ben grinned. "Just watch." He activated the Omnitrix, switched the dial, and slammed it down. But when the green flashed left…

"Terraspin?!" cried what appeared to be a large, flippered turtle with holes in his chest. "Seriously?" He tapped the Omnitrix. Did the device love screwing with him?

"A turtle?" Ichigo crossed his arms. "Now how is _that _supposed to help us?"

"I can work with this," Terraspin said. "I can get us up there but I'll need someone to blast us an opening."

"Uh, how can a turtle get us up there?" Uryu asked.

Terraspin showed them by diving into his shell while his limbs suddenly became like fan blades. Air shot out of the holes in his chest, causing him to hover.

"Get on!" Terraspin urged the others.

"A turtle…with wind powers?" Ichigo frowned. "That doesn't make any sense."

"Just shut up and get on," Terraspin grumbled.

The other three looked at each other uncertainly but, since they didn't really have much choice, they hoped on. The combined weight shook Terraspin for a bit, but he quickly recovered.

"Alright, everyone," he said. "Hold on tight." He unleashed a massive gust of wind that shot them skywards like a rocket. "Turtle power!"

The other three would have commented on that had they not been struggling to stay on top of Terraspin's shell. Ichigo looked like he was about to fall over.

"Hold on, Kurosaki!" Uryu urged.

"To what?!" Ichigo asked.

"We're nearing the top," The Quincy noted. "Chad!"

Chad nodded and formed his armor. As the top was getting closer, he began gathering energy.

"Steady," Uryu said, making sure to time everything. "Steady. Now!"

With a shout, Chad unleashed a blast of spirit energy towards the "roof" of the forest, creating a massive explosion of sand. The four braced themselves…

Boom! The four shot of the ground like cannon blasts! And a relief too. With all that sand everywhere, they didn't know if they'd suffocate before breaching the surface.

"Finally!" Ichigo gasped.

"We made it out," Uryu stated the obvious.

Chad said nothing, merely nodding agreement.

"See?" Ben said, having turned back to normal. "I got us out of there."

Ichigo got up to his feet and looked around. Unlike the forest they were in, the surface was a barren wasteland. Not that the forest was that much better but it still…

"So this is the surface," he said, looking around.

"Wow," Ben said when he noticed it. "Empty." He spotted some small trees. Probably made up of the same quartz stuff from that forest. It was nighttime, with a crescent moon hanging in the sky. "Huh. This place has its own moon." Just then his eyes landed on something. "Uh, guys. Don't look now but I think I found Aizen's stronghold."

The others turned to where Ben was looking, and their eyes widened to see a massive structure in the distance. The majority of it was a colossal dome that probably rivaled the Roman Coliseum if not outclassed it. A massive fortress which could probably be seen for miles It consisted of a main building with a domed center surrounded by several tall towers and smaller buildings. Atop the dome were five smaller towers.

"Is that the Las Noches those two were talking about?" Uryu wondered aloud.

"Well, considering that I don't see any other giant buildings around here, this must be the place," Ben said sarcastically, causing Uryu to frown at him.

"It's friggin' huge," Ichigo cringed at how wide it was.

Ben grinned. "Think maybe Aizen's compensating for something?" The others were unable to fight back their grins at Ben's joke. "Anyway, Orihime is in there. And we need to get her out."

"Let's run," Ichigo said. "Because if we take it slow, we might get into another fight."

But before they could do anything, another sound got their attention. It sounded like people screaming. The two turned their heads to see a small figure wrapped in rags running from three funny looking goons. The first had his head almost completely covered by his mask, which resembled an insect-like head with large mandibles and horns. The majority of his body was purple, but he wore a white, armor-like vest that covered the upper part of his torso, as well as white armor on his forearms and shins. He also wore a loincloth around his waist, which was a lighter shade of purple than the rest of his body. The second goon had a large, heavyset, but dumpy body with short appendages with small, white hands and feet. He wore a hooded yellow bodysuit which was covered with black polka dots of varying sizes. His head was very large, being almost as big as his body, and it resembled a tiki mask with exaggerated colorful features, including large eyes and teeth, as well as a prominent nose. The third was a giant, eel-like Hollow whose mask consisted of a simple plate on his head with a pair of horns. He had large pink lips and equally large teeth.

"A human?!" Uryu exclaimed. "No way! There are other humans besides us here?! But that's…"

"Think about it later!" Ichigo said, grabbing Zangetsu's handle and preparing to charge. "For now, we gotta save her!"

Ben nodded as he activated the Omnitrix, scrolled through, and slammed the dial down. In a green flash, he had turned into XLR8. He zoomed towards the strange group, kicking up sand as he went.

The tiny figure, obviously a child, tried to get away from her pursuers, who laughed wickedly as they got closer.

Zoom! XLR8 blurred by, scooping the girl up in his arms. The sudden action caused the three to come to a complete halt, looking around baffled. But then Ichigo whacked the big headed one to the side with Zangetsu. Since his Zanpakuto was still wrapped in its bandages, it didn't cut him.

"Big Brother!" the one with the bug mask cried.

"Huh? Wha?" The tiny girl squealed in XLR8's arms. She looked up at him and XLR8 got a good look at her face. She was a tiny little thing with wide hazel eyes and a strange red line that ran horizontally across her face. She was pretty adorable and Ben resisted the urge to coo at the sight. He knew if his cousin was here, she'd probably shower this kid with affection. The top of her head was concealed by her hood but XLR8 could see a scar running down her face to her nose. Now Ben, being a hero, despised a lot of evil doing but hurting a child? Oh, that was really crossing the line. If those monsters were responsible, oh, Ben was gonna give a can of whoop-

"Quit it!" The girl screamed at Ichigo, Chad, and Uryu. Uryu had his bow aimed at the bug one, Chad was lifting up the eel one, looking like he was about to slam him down, and Ichigo was cornering the tiki looking one. She threw back her head, shocking XLR8 when he saw mask remains on her head. It looked like some kind of skull but part of it was cracked. "What did we ever do to yous? Quit being mean!"

The four stared at her in shock. "A kid can be an Arrancar?!" XLR8 asked baffled.

Once everyone had settled down, the girl and the goons bowed to the heroes.

* * *

"We isth offering you our most humble 'We're sorries'," the girl said. "We never thinked our maked-up game of endless pursuit would cause such a missed understanding. It can't be helped though since there's nothing much to do in Hueco Mundo."

_Made up game of endless-pursuit? _the four boys thought simultaneously.

"Made up…but weren't you crying a little bit?" Ichigo asked.

"Of course," the girl said happily. "Nel isth a total masochist! It's no fun if they's doesn't chase me around till I cry!"

Ben and Ichigo bonked the heads of the bug masked guy and the tiki masked guy respectively. "What kind of words are you teaching this kid?!" they demanded at the same time.

"So, 'Nel'," Uryu said to the girl. "Is that your name?"

"Yes sir!" Nel chirped. "Nel isth the Arrancar Nel Tu!"

"So you are an Arrancar," Ben said. "Strange that a kid could be one."

"I'm Nel's older brother, Pesche," The bug masked one said.

"And I'm his older brother, Donodchokka, don't cha know?"

"The big guy behind us isth our pet, Bawabawa!" Nel pointed to the now grinning eel Hollow while she, Pesche, and Donodchakka struck dramatic poses.

Ben could not believe what he was seeing. If he hadn't seen it with his own eyes, he never would have guessed these guys were Hollows and Arrancar. They certainly weren't like all the other ones he met.

"Wait, wait," Ichigo interrupted.

"Yes?" Nel asked.

"Arrancar have siblings and whatnot?" Ichigo asked.

"How rude!" Nel cried, pouting. "Of course we does!"

Ben scratched his head, remembering all the stuff Urahara had told him about Hollows. He never said that Hollows and Arrancar _couldn't _have siblings, but the idea of it was still pretty hard to imagine.

"Actually, I met her by chance and she was so adorable I just had to become her big brother, don't cha know?" Dondochakka admitted.

"Same!" Pesche said. All three scratched the backs of their heads sheepishly.

"Oh, you mean you adopted her," Ben figured. "Or something like that."

"Yeah, you could say that!" Pesche said. He and Dondochakka gave Ben big thumbs up, causing Ben to sweat-drop.

* * *

Through unexpected circumstances, the gang found themselves riding towards Las Noches on Bawabawa, who was slithering through the sand with ease. Ben figured he could get there faster but he didn't know if the others could have kept up. And it was kind of funny since Nel had chosen to sit in Ichigo's lap. At the moment Ichigo was scowling at the amused look on Ben's face.

"Are you guys really Arrancar?" Ichigo asked Nelliel.

"What isth yous talking about?" Nel pouted, putting her hands on her mask remains. "Can't you see my finely cracked mask?"

Ben chuckled. "I think she likes you, Ichigo."

"Kiss my ass," Ichigo said dryly. "They just seem so different from the Arrancar that went to the human world."

"Ah!" Nel looked up at him. "The ones that went to the human world are Numeros."

"Numeros?" Ichigo asked. Nel hopped out of his lap.

"The Numeros are the guys who was Menos Grande or better when they became Arrancar! They's given two-digit numbers and is ruled directly by the 'Spada! Naturally they isth combat experts! Them and filthy bugs like Nel are as different as heaven and Earth."

Ben sweat-dropped. The girl had just called herself a filthy bug.

Nel smiled. "You know, when yous say those kinda things, yous seem a lot less like Arrancar! You don't gotta mask and yous got those weird black clothes almost like a Shini…" She froze. "Um…er…yous…what's does yous do work for…?"

"Kurosaki Ichigo. Substitute Shinigami," Ichigo said.

"Ishida Uryu. Quincy."

"Sado Yasutora…human."

"Ben Tennyson. Superhero."

The three Arrancar cried out in shock. At first Ichigo thought they were freaking out because he was a Substitute Shinigami but suddenly the three ganged up on Ben.

"Yous a real superhero?!" The three asked excitedly, causing Ichigo, Uryu, and Chad to facefault.

"They…they completely forgot about us just because Tennyson said he was a superhero?" Uryu asked.

Ben grinned as he showed them the Omnitrix. "This right here lets me turn into aliens like the one you saw me as earlier."

"Aliens?!" The Arrancar asked in amazement. "That's incredible." Suddenly the three tried to hide behind him. "Save us from the Shinigami! He's isth da bad guy!"

Ben laughed at that. "Relax. Ichigo might look scary," Ichigo scowled deeply, "But he wouldn't hurt you guys."

"The Shinigami may not hurt you…" an ominous voice said. Suddenly the very sand started rising up and taking shape. Before the group stood a massive being made of sand. His arms were long, with the forearms being much thicker than his upper arms. The guy's head resembles a sand castle, while his Hollow hole was in the center of his chest. He wore a low-slung cloth around his waist and decorated bracelets on both wrists. "I, Runuganga, Guardian of these white sands, will torture you to death!"

Everyone stared in shock at the massive sand Hollow.

"A moment ago I got some information from Las Noches about intruding ants," Runuganga said. "Filthy bugs such as yourselves traveling with the intruders certainly is unforgivable! I will grind you all into desert sand!"

"No!" Nel panicked. "You isth wrong! We isthn't really…"

"Out of the way!" Ichigo told her as the wrappings around his sword unraveled. "Getsuga Tensho!" He fired a wave of energy at the sand Hollow. The blast sliced right through the creep's head, cleaving it in two. "All right!"

"Aaaaaah!" Nel and her brothers wigged out, pointing accusing fingers at Ichigo. "A s'prise attack all of a sudden! That's tricksy! You baaaad guy!"

"Shut up," Ichigo huffed. "I just saved you. Besides, when you attack from the front it's not a surprise attack."

Ben, being in smart-alack mode, was about to say something when everyone became aware of Runuganga putting himself back together.

"You use a sneak attack and yet you show no remorse," Runuganga said. "Intruders…you will not be forgiven!"

"What the hell is that?!" Ichigo demanded from Nel, pointing at Runuganga.

"It's obvious," Nel said. "Runuganga-sama isth the sand, you know?"

"You're being targeted too!" Ichigo pointed out. "Don't play it off so casual-" And then the sand Hollow's massive fist slammed down in front of Bawabawa. "-ly? He turned around to see Runuganga preparing to strike them. "Damn! Isn't there anything we can do? Ishida?!"

"Not possible," Uryu admitted, pushing up his glasses. "With arrows, I'll just put holes in him."

"Chad?!"

"I don't think I'm much use against an opponent made of sand," Chad said. "But…shall I try?"

"Step aside."

Everyone turned to see Ben face Runuganga with a confident smirk on his face. "This looks like a job for Water Hazard." He activated the Omnitrix, turned the dial, and slammed it down. But Water Hazard wasn't who appeared.

"Heatblast?!" The Pyronite looked at himself. "Oh, great."

"Aaaah! So cool!" Nel, Pesche, and Donodchakka awed.

"Actually," Uryu said. "Using fire against him could work just as well."

"We'll see," Heatblast said. He leaped off Bawabawa, who was grateful as Heatblast was starting to become really hot on him.

Runuganga laughed. "You think you are a match for me, you little insect?!"

Heatblast smirked. "I may be small but I pack a punch!" He blasted himself to the sand Hollow's head. The creature raised his hand to smack the hero aside. Heatblast unleashed powerful jets of fire at his adversary. The intense heat from the flames was causing the sand Hollow's body to turn into glass glass.

"Aaaah!" Runuganga cried at what was happening to his body.

"Take…this!" Heatblast shouted, punching a portion of Runuganga's body which had turned into glass. It shattered into shards.

"Yeah!" Ichigo grinned. "He's got him."

"Quickly," Uryu said. "We need to get to Las Noches while Ben has his attention."

"What are you talking about?" Ichigo asked.

"As long as there is sand here, I think this Runuganga will be able to restore himself continuously. It's best for us to take advantage of this opportunity."

"But what about Ben?" Ichigo asked. "We can't just leave him…"

"Next dance! Hakuren!"

Suddenly Runuganga's body was covered in ice. Heatblast was taken aback by the sudden attack.

Everyone turned to the direction the voice was coming from.

Standing nearby, wearing white cloaks over them...was Renji and Rukia.

"Rukia?" Ichigo asked. "Renji?"

Ichigo hopped off Bawabawa. "Ah! Where is you going, Itsygo?!" Nel called after him. Then she spotted Rukia and Renji. "Aaah! More Shinigami! The baaaaaad guys!"

"Rukia!" Ichigo called when he ran over to them. "Renji! You guys!"

But the moment was cut short when Rukia suddenly uppercutted Ichigo. She tagged Renji and he punched Ichigo upside his head, knocking him backwards. Ben caught up to them.

"Hey, guys," Ben said. "What's going on?"

"Fool!" Rukia shouted at Ichigo. "Why did you enter Hueco Mundo on your own?! Why didn't you wait for me to return?!"

"Err," Ben scratched his cheek. "To be fair, we didn't know if you were coming back."

"Oh, I'm not mad at you, Ben," Rukia said warmly, causing Ben to do a double take. "You're a superhero so you're excused."

"What the hell?!" Ichigo bellowed. "Then what…?"

"Renji and I were already planning on coming back by any means necessary," Rukia shouted at him. Her face softened. "Why didn't you wait? Why didn't you have faith in us? Aren't we your friends, Ichigo?"

Ichigo stared at them. Then he gave a small smile. "Yeah…that's right."

Rukia got up. "It's good that you know that. But I don't wanna ever have to say that kinda thing again! Let's go! Don't just sit around like that! We've gotta save Inoue!"

With that, everyone hopped back aboard Bawabawa and headed towards Las Noches. Nel was holding onto Ichigo's arm tightly and glaring daggers at Rukia. Ben grinned at the sight before something occurred to him.

"So what's with the cloaks?" he asked.

Rukia fidgeted. "These were given to us as protection from the dangerous sandy winds in Hueco Mundo."

"From whom?" Ichigo asked.

Rukia blushed now. "From Nii-sama."

Ichigo, Chad, and Uryu looked thunderstruck. Ben blinked. "Who?"

"My captain," Renji said. "Rukia's brother."

"You mean the guy with the pole stuck up his butt?" Ben asked. Renji and Rukia both looked scandalized by him saying that. "Wait a minute, but didn't he bring you guys back to Soul Society?"

"He said 'Bringing you here is only something I was ordered to do and nothing more'," Rukia explained. "'What happens to you afterwards is none of my concern. Do as you like'. And then…"

"Whoa, whoa, whoa!" Ichigo said smugly after seeing Byakuya's soft side. "I get it. That's Byakuya's really something."

"After that he said: 'Hueco Mundo is no place for that filthy scamp to be playing around.'" Rukia added.

Ichigo angrily punched Bawabawa.

"Speaking of which," Rukia looked at Nel and her brothers. "What exactly are these guys?"

"Wha…Wha…wha…what are we?! How rude!" Nel said. She struck a pose. "Nel Tu!"

"Dondochakka Birstanne!" Dondochakka shouted.

"Pesche Guatiche," Pesche cried. "And when all three combine together to…

"The Great Desert Brothers!" Pesche shouted.

"Three Brothers!" Dondochakka said.

"NelDonPe Bandth!" This was Nel.

Ichigo sweatdropped. "How is that combined?"

"We talk about thith before guyth!" Nel told the others. "The "NellDonPe Bandith!'"

"And I said the 'Great Desert Brothers' is the only thing worthy of expressing our magnificence!" Pesche argued.

"No matter what, 'Three Brothers' has gotta be in there somewhere!" Dondochakka said.

Everyone just stared at the three of them.

"…At any rate," Ichigo said to Rukia. "They're all Hollows."

"At any rate, huh?" Rukia repeated.

Bawabawa started wailing.

"What's the matter with him?" Ben asked.

"Ah!" Nel pouted. "Bawabawa ith crying!"

"It's okay, Bawabawa!" Pesche assured their pet. "We didn't forget you, don't worry!"

"All right!" Dondochakka cried. "Now we have to figure out a way to include Bawabawa too!"

"The Great Desert Brothers!"

"Three Brothers!"

"NellDonPe Bandith!"

"We get it," Ichigo muttered. "So just shut up already."

* * *

Within Las Noches, Orihime was looking out the window to her room. It was a rather plain room with no real specifics. She was now wearing her own version of the Arrancar's uniform.

"Surprisingly," a voice said behind her. "It suits you."

Orihime jumped to see Ulquiorra standing at her door.

"Wah! Wh…when did you get there?!" She asked.

"Just now," Ulquiorra said. "Please cease your idle banter." He walked inside. "I have an announcement. Your allies have broken into Hueco Mundo."

Orihime's eyes widened. "Why?"

* * *

Outside, the gang finally made it to the outer wall of Las Noches. "We're here," Uryu said.

"You did great, Bawabawa!" Nel cheered her pet, hugging him. "That wath the betht!"

Ben looked around. "I don't see a door and with how big this place is, I wouldn't be surprised if it was all the way around. Luckily, I've got a perfect way inside."

"Hold it," Renji said, walking to the wall. "These walls don't look like they're composed of sekkiseki, _we _can bust our way through."

"Let's go then, Renji!" Ichigo hefted his blade.

"Since when do I have to approve the crap you do?" Renji asked, despite getting his own Zanpakuto ready.

* * *

" 'Why' you ask?" Ulquiorra repeated. "To rescue you. To them, no other reason is necessary."

"They came…to rescue me?" Orihime asked.

"Indeed," Ulquiorra confirmed. "But for you, that should no longer hold any meaning. For in both mind and soul you are already our comrade. That's what wearing those clothes means, Inoue Orihime."

"…Yes sir." Orihime said softly.

"Say it," Ulquiorra ordered. "For what purpose do your mind and body exist?"

Orihime lowered her head. "…Yes sir. They exist for Aizen-sama and for his will."

* * *

Outside, Ichigo and Renji were inspecting the damage of the gigantic hole they had just made. "Did we break through?" Ichigo asked.

"I guess," Renji said. "The wind's passing through."

"Hey!" Nel called. "What the heck did you jutht do? If you were looking for the gate, jutht head in that direction for three days and you'll find it!" She pointed to the right.

Ben snorted. "Sorry, Nel but we don't have time. I know _I _could get there faster but sometimes it's best to take a short cut."

"Nel," Ichigo said softly. "Thank you for bringing us this far. But if we involve you any further than this, you and your friends could be branded as traitors. Don't come with us."

Ben smiled. Ichigo may act like a blowhard but he was a pretty decent guy.

"Later!" Ichigo called to Nel as the group started going into the tunnel. Nel's eyes widened.

"Wait a second!" Nel ran after them. Pesche and Dondochakka quickly followed after her."But we're already…we became traitorth from the minute Runuganga thpotted uth! No…It might even be worthe than that now! Aizen-thamath probably already theen through everything! And there'th no way Aizen-thama would forgive traitorth! And even if Aizen-thama did, the Ethpada definitely wouldn't! If you don't take uth with you, we'll juth be killed here! You gotta take uth with you! Come on…ugh…uh…I'll cry!" Nel started bawling and the sound nearly broke Ben's heart. He cursed the fact that Nel was just so adorable. "I…Itsygo you thupid! Baldy! Shit-head!" Ben lost his footing and crashed face first when he heard her cuss. "Limp dick!" Ben guffawed. "Virgin!"

_Who teaches a little kid those words?! _Ben cried mentally.

Finally Ichigo had given up and allowed Nel and her brothers to tag along. As the little band continued their way…

"This is one thick-ass wall," Ichigo said. "When is it gonna end? It's so dark, I can't see anything."

"I got it," Ben said. He activated the Omnitrix and slammed the dial, turning into Chromastone. Ichigo flinched, remembering all too well what Chromastone was capable of. The Crystalsapien used his power to start generating light to illuminate everyone's path.

"Ooooh," Nel, Pesche, and Dondochakka said in awe, gazing at Chromastone.

Renji snorted. He _had _been about to use Kido to light up the place…but since he wasn't all that good anyway, it was probably for the best. Chromastone went on ahead and everyone simply followed his light.

"I must say," Uryu smiled. "You seem to have an alien for every situation, Tennyson."

"I'm not complaining," Chromastone said as he tapped the Omnitrix. "As long as I get the one I need."

But soon Chromastone's light was no longer necessary. The lights of torches soon greeted them, and the group found themselves in a strange room. It was hexagonal in shape with five passageway leading down five different hallways.

"Crossroads," Uryu noted.

Renji frowned. "What a pain in the ass this is gonna be."

Chromastone turned back to normal. He looked around. Five hallways and nine people. Were they going to split up? And if so, how were they going to divide everything up? But then Ichigo addressed Nel and her brothers.

"Nel," Ichigo said. "Looks like we really will be parting with you guys here. The reiatsu from here on out…you guys won't be able to tolerate."

Nel stared at Ichigo.

Ben looked back at the paths. "So what's the plan? Are we gonna stick to one path? Or are we going to split up?

"Is that a good idea?" Uryu asked.

"Yeah!" Ichigo surprisingly agreed. "Our opponents are the Espada! The smartest choice is obviously stick together."

"Enough already," Renji said. "Worrying about a warrior's life on the battlefield is an insult."

Ben grinned. "Well, I'm a superhero, not a warrior, so feel free to worry about me."

Renji deadpanned at Ben's wisecrack.

"What Renji is trying to say, Ben," Rukia said. "Is that we should believe in each other instead of thinking we're helpless." She looked over at Ichigo, knowing he was concerned about her. Ichigo flinched at the look she was giving him before softening.

Ben looked back and forth between the two. Was there something between them? Was that why Orihime didn't make a move? Ben shook his head. This sounded like a love triangle from some romance story.

"I get it," Ichigo said. "Only problem is, there's six of us. One of us is going to wind up with another person anyway." Everyone looked over at Ben.

"Ah, crap," Ben said. "What are you looking at me for?"

"You're the guy who turns into aliens," Renji said. "You're probably the one who's going with somebody else. Who will it be?"

Ben made a face at that. He tapped his chin, trying to figure out if he should go with someone. If they intended to split up, he'd feel like an extra wheel. While contemplating, his eyes drifted upwards to the ceiling. An idea came to mind.

"I'll take the sixth way." The other five looked at him in confusion.

"What sixth way?" Ichigo asked.

Smirking, Ben pointed up. The others looked to where he was pointing. They looked back at him.

"Up?" Rukia asked.

Ben shrugged. "Nowhere to go but."

"Well, it works," Ichigo admitted.

"All right!" Renji said. "Now let's do a little chant before we go."

"A chant?" Ichigo asked.

"Yeah," Renji said. "You do it before a decisive battle. It's almost like a tradition in the Gotei 13. Lately it's gone out of style and almost no one does it. But I thought it's something that would be done at a time like this. Alright, now put out your hands." Everyone made faces at him. "Don't give me that look. I think it's lame too!"

"So why did you suggest it?" Ben asked.

Regardless everyone put their hands together, making Ben think of the good ole' soccer days.

"We are about to head to the battlefield!" Renji stated. "Believe our blades will not shatter! Believe our souls will not be cut! Even if our steps separate, our iron will remains solid! Promise! Even if the ground may split, we will come back alive to this place!"

And so, Ichigo, Rukia, Chad, Renji, and Uryu scattered among the five passageway. Ben activated the Omnitrix, scrolled through his aliens, and slammed the dial down. In a flash, he turned into Big Chill.

"Going up," He said, ascending to the ceiling, making sure to turn intangible and phasing through.

All the while, Nel and her brothers still stood there.

"They're gone, don't cha know?" Dondochakka said.

"…What do we do now?" Pesche asked.

Dondochakka scratched his chin. "Even if we go back, it doesn't change the fact that we're still in danger, don't cha know?"

Suddenly Nel started heading towards the way Ichigo took.

"Hey!" Dondochakka cried.

"Where are you going, Nel?" Pesche yelled.

Nel looked back at them. "I…I isth going after Itsygo!"

"You're gonna follow Ichig…"

"Nel…Nel had lotsa fun so far. Tons and tons of fun! Nel…Nel still wants to be with Ichigo!" Nel took off again.

"Nel!" The two cried after her. They looked at each other and they quickly came to a decision.

"All right! We're gonna…"

"Come along too, don'tcha know?" The two were about to follow when they realized something very important. "Er…which door did she go through?"

* * *

Ulquiorra was leaving Orihime's room. _For Aizen-sama and his_ _will_, he thought to himself as he walked down the hallway._ She only showed signs of dismay for a second…and didn't even flinch at my questions. She's a girl of strong spirit._

"Yo," a voice said behind him. Ulquiorra turned his head to see the tall, lanky Espada leaning against the wall. "How was it? How was Pet-sama doing?"

"Nnoitra," Ulquiorra said.

"I know all about Aizen-sama entrusting that girl's care to you. _Delicious. _So," Nnoitra's eye narrowed lecherously. "How did you go in disciplining her?"

Ulquiorra turned his head around. "Degenerate scum." Nnoitra was a chauvinist piece of trash who Ulquiorra would not want to spend time with if he could avoid it. He started to leave but Nnoitra used Sonido to appear in front of him.

"Don't get all pissy," Nnoitra smirked. "I'm just askin' if things are going well, that's all. So?"

"…Does that really bother you?" Ulquiorra asked. "Such a trivial matter."

"Huh?" Nnoitra asked, honestly confused.

"Don't worry," Ulquiorra told Nnoitra as he walked past him. "That woman has been under Aizen-sama's spell since before she came to Hueco Mundo."

"…The usual Kyoka Suigetsu, huh?" Nnoitra said.

"Please," Ulquiorra looked back at him. "This wasn't problematic enough to require it. The moment she was here, multiple psychological cages were put in place. Using her friends' lives as a pretext, we put her in a situation where she couldn't refuse and ordered her to surrender. Then we gave her a 12-hour grace period…and on the condition that no one notice her, we permitted her to say goodbye to one of her friends."

Nnoitra frowned. "You call _that _a cage?"

"By giving her a grace period in a tense situation and permitting her to say goodbye to a friend, her heart becomes mistakenly sympathetic towards us and eased up just a bit," Ulquiorra explained. "In reality, however, those twelve hours of reprieve freed her thoughts of the threat to her friends' lives. Furthermore, by permitting her to say goodbye to someone of her choosing, we created an illusion where it almost seems as if she chose this of her own free will, even though it was a coerced surrender. And after that, by letting her come the specified location of her own choosing and then transplanting her to Hueco Mundo, the illusion is reinforced and even the will to escape will slowly melt away. Furthermore, the whole "you are allowed to say goodbye to one person without being noticed" thing actually means that she will be able to leave evidence of her farewell with only one person'."

"And?" Nnoitra asked. "If she does that, this is a failure, isn't it?"

"On the contrary," Ulquiorra told him. The "evidence of saying farewell" becomes irrefutable proof that, up until the moment of her surrender, she possessed freedom of will and movement. In other words, the stronger the remaining evidence, the more her actions will seem like "betrayal of her own free will" in the eyes of her friends. As for that last part, it seems as though it was not a complete success. However, as far as Soul Society is concerned, it's safe to say they've just about pulled out."

With it been explained to him, Nnoitra was impressed. "This was well thought out, eh? Exactly what we'd expect of Aizen-sama, right?"

"Well thought out?" Ulquiorra repeated. "For Aizen-sama, this kind of thing is a game. If she's trapped, fine. If she isn't, that's fine too. Either way, that girl does not have the power to escape from here. Nor does she have the will to turn against us."

The two Espada suddenly became aware of chuckling coming down the hall. They turned to see Eon approaching, clearly amused.

"If only things were really that simple, Ulquiorra," the time traveling villain said.

"Eon," Ulquiorra said. "You doubt Aizen-sama?"

"I won't deny that his need to play puppet-master all the time can be tiresome," Eon admitted. "Your reasoning is sound, Ulquiorra, I won't deny that. But if you think that it will work perfectly, you are sadly mistaken."

"Mistaken?" Nnoitra asked.

"His mind is tragically narrowed by logic and rationality," Eon explained. "But humans, and most living beings, are irrational and illogical."

"Are you saying that Pet-sama could try to turn against us?" Nnoitra asked.

"It's possible," Eon replied. "Regardless of Ulquiorra's complete and utter confidence to the contrary."

Ulquiorra said nothing, merely giving Eon an empty stare.

"And personally, I believe the girl is too dangerous to even live," Eon went on. "If the girl is as powerful as Aizen claims for her to be, she could rival Alien X. Should she somehow achieve her full potential, she could use it to end us all."

"Is that so?" Nnoitra asked. He gave a sinister grin. "Then maybe we should break Pet-sama before that happens." He stuck his tongue, indicating what he had in mind for "breaking" her.

Eon turned his head in disgust. While he was a criminal who wanted to conquer all of reality, there was some things even _he _didn't approve of. He instead focused back on Ulquiorra. "If Aizen continues making these mistakes, he's going to die."

"What mistakes?" Ulquiorra asked. "All of Aizen-sama's plans have been successful so far."

Rather than give an answer to Ulquiorra, Eon merely smirked and went about his way, leaving both Espada wondering what was going on in their ally's head.

* * *

Gin entered a control room being operated by Tosen. "What's this? Being a peeping tom? That ain't a very good hobby, Tosen-san."

Tosen turned his head. "This is a surprise. You mean to say that you're anxious about their movements and came here to watch, Ichimaru?"

"Oh, no no no no," Gin joked. "Just jokin' around. Ya don't have to make such a scary face." He was about to enter when he felt someone grab his arm. He looked to see Wonderweiss grabbing his arm and looking at him apprehensively. "Tosen-saaan, do something about this kid."

"Wonderweiss," Tosen called to him. Immediately, the child-like Arrancar let Gin go but he didn't look happy about it.

"That difficult kid has gotten pretty attached to ya, huh?" Gin asked.

"Pure beings are drawn to each other," Tosen answered. "But I am still unable to discern exactly what is pure about him"

"I see, I see," Gin chuckled. "By the same logic, he shouldn't get along very well with me."

"Any honest person would be wary of you," Tosen told him. "More importantly, look here. They've split into six."

"Oh, no. You serious?" Gin asked. "Splittin' up lowers their chances of winnin'. Don't those kids know their limits."

"No," Tosen said. "And what's more, they're passing through an interesting place."

"Oh, the den of the Tres Cifras," Gin noted. Then he spotted something else. "You said they split off into six. But I only spot five. Where's the Ben kid?"

"He decided to make his own path rather than take any of the actual ones," Tosen replied.

"Thinking outside the box," Gin nodded in approval. "Eon said the kid was resourceful. Wonder who he'll bump into. And if his aliens will be enough."

"Treeeeeeeeesss?" Wonderweiss asked.

"Yes," Tosen said. "Since you're new to Las Noches, you probably don't know. I shall teach you. Those "3 digit numbers" are proof of their deprivation. They indicate those who were stripped of their rank. In other words, those who have 3 digits are all Privaron Espada."

* * *

Eon paced back and forth in the room that Aizen had granted him. He could not believe this nonsense. Aizen simply having his Espada on standby, not even taking defensive. Was he so confident in his Espada's strength? Or, despite his constant talk about not underestimating the intruders, he actually thought little of them? Eon believed he may need to take matters into his own hands. He knew Nnoitra and Grimmjow were more than eager for a fight. Grimmjow had managed to fight Ben _and _Ichigo to a standstill, and Nnoitra was even stronger than Grimmjow. But were they enough? He _might _be able to get away with mobilizing two Espada but anymore would _definitely _attract Aizen's attention. If things came to it, he might have to battle Ben personally. But first, he needed to know the intruders' whereabouts. Would he simply have to wait till Ben ran into one of the Espada and hope they killed him off?

"Let me see," Eon thought aloud. "He was able to hold his own against Grimmjow and Yammy so I don't think I can rely on any of the Espada in-between. The ones above Grimmjow; Nnoitra is the Quinto so he _might _stand a chance." He grinned though. "The other four, however are beyond Ben's level, I'm sure of it. The moment he runs into one of them, it will be all over."

* * *

Once Big Chill phased through the ceiling of the bottom floor, he found himself in some kind of hallway. He looked to the left. Nothing. He looked to the right. Nothing. Well, time to go. With that, he flew through the hallway to get some kind of direction of where he was. Maybe he _should've _stuck with one of the others. At least he wouldn't be alone like he was now. Turning back to normal, he started running.

"Who decorated this place?" Ben muttered to himself. The hallway seemed to stretch on for miles and there were no turns or doors. "Why do villains always have long, winding fortresses? Why can't they ever stick with something small?"

But then he spotted something up ahead. An intersection! While Ben was relieved to go somewhere else other than forward, which direction should he take?

Looks like he didn't have to wait long. He had some company. Walking across the hall were a group of guys in white uniforms and skull masks. Leading them was a guy whose mask resembled a goat skull compared to human-like ones of the others.

The group, apparently aware of his presence, froze and looked at him. "So," the one with the goat skull said. "It seems we have already met one of the intruders. Szayel Apporo-sama will be delighted at this."

Ben tensed himself, ready for battle. "Great. Didn't think I'd run into trouble so soon." He readied the Omnitrix. "I'm guessing you're one of the Espada?"

The goat skulled one chuckled. "So you are familiar with the Espada? I am not one of them. I am Chelute Rudbornn, leader of the Exequias."

"Exequias?" Ben asked. He made a face. "That sounds like some kind of Mexican food."

"You dare mock us, human?!" Rudbornn bellowed. "Who do you think you are?!"

Ben grinned. "You've probably heard of me. I"m the guy Eon's been talking about. I'm Ben Tennyson!"

Rudbornn and the Exequias flinched. _Ben Tennyson?! Eon warned me about him! The boy's numerous powers make him unpredictable and what's worse, Eon believed that the boy could be a match for most of the weaker Espada. If that is the case, I must retreat for now and report this to Szayel Apporo-sama._

"Fall back!" Rudbornn ordered his subordinates. They vanished using that speed move Matsumoto had told him about, Sonido.

Ben, not expecting them to retreat, was taken aback for a moment. "Hey! Get back here! Tell me where Orihime is!" They were his best lead to finding where Orihime was. He couldn't afford to lose them. He activated the Omnitrix, switch the dial to XLR8, and slammed the dial down. But when the flash of green light faded…

"Spidermonkey?!" The four-armed, blue furred chimp screeched. "You stupid watch!" Angry that he probably lost his lead, Spidermonkey decided to take a chance. Firing a string of webbing from his tail, he began swinging down the hallway to try and find where those Exequias had gone.

* * *

Around this time, Aizen was sitting in one of his extra throne rooms, where a masked Arrancar was kneeling behind him.

"Reporting in!" The Arrancar said. "We have received information stating earlier that Arrancar No. 103 Dordoni Alessandro Del Socaccio-sama was obliterated by an intruder."

"…I see," Aizen said. He turned his seat around and got off. "It seems that he had a little more trouble than I expected."

"Yes," the Arrancar replied.

"I had thought that he'd be able to take care of an opponent like Dordoni a bit more quickly," Aizen said, sounding slightly disappointed. "Well, whatever." He looked at the messenger. "More importantly, you're leaving something out of your report, aren't you?" Aizen started to raise his reiatsu. "Who was it that sent the Exequias after him?"

"…Yes…" The messenger said weakly. The reiatsu's pressure was pushing down on him. "Th-that would be…"

"What's wrong?" Aizen asked casually as if he had been discussing the weather. "Was that a difficult question?"

"It was me, Aizen-sama."

Aizen looked up to see Szayel standing at the door. "Szayel Apporo."

Szayel got down on one knee and bowed his head. "My humblest apologies! I thought that, in order to be sure we execute the intruder, we must not let the instant when he is wounded escape us and so I issued the order of my own authority! Although I did this to benefit Aizen-sama, I acted without orders. I am prepared to receive any punishment!"

Aizen stood in front of Szayel, simply looking at him before answering. "No. I don't mind." Szayel looked up at Aizen in surprise. "It's fine as long as you had a reason. I won't charge you for any wrongdoing."

Szayel bowed again. "Th…thank you so much!" He got up. "Please excuse me!" He turned around and started to leave.

"…I just ask," Aizen said. "That you make your reports a bit more precise, Szayel Apporo."

Szayel froze.

"Does the intruder's reiatsu recording that you harvested from Dordoni appear to be useful to your research?"

Szayel's eyes widened and sweat dripped down his forehead. Aizen had figured out his plan so easily.

"…Yes, sir."

Aizen just grinned at him. "I see…that is all."

And with that, Szayel left the room. As he walked done the hall, he spotted Eon.

"I hear Rudbornn ran into Tennyson on his way to the Privaron Espada," Eon said. "And that he turned tail and ran!"

"You _did_ warn the Exequias about him," Szayel pointed out.

"I didn't expect them to run like cowards," Eon argued.

"You shouldn't be so worried, Eon," Szayel said.

"How can't I?" Eon snapped. "One Privaron Espada fell to that Ichigo kid and I'm willing to bet the other two won't fare any better. And what's worse is Ben Tennyson running amok with no one to challenge him. It's sheer dumb luck that he hasn't reached any of the Espada's palaces yet."

"That reminds me," Szayel said. "I believe one of the Shinigami is approaching my domain. I should go and give him a proper greeting." He started walking down the hall. "If the boy bothers you so much, you could monitor his progress in the control room."

Eon's eyes narrowed. "I think I will do just that."

* * *

Ben couldn't believe his eyes. "Where…am I?"

He had been trailing those Exequias guys but had lost both them and his way. Despite that, he refused to just give up and started running in some random direction, hoping to find something that could help him. He hadn't exactly been paying attention to where he was going and now he found himself apparently outside. But something was wrong. Very wrong.

"Where is the dome? Where did all these buildings come from?" Ben asked himself. "And why is it daytime outside?" He shook his head before he got a headache. Ben looked at the many buildings scattered over the place. "I guess it couldn't hurt to check one of those buildings. Orihime could be in any one of them. Question is…where should I start?" His eye landed on a random one. "Might as well." He activated the Omnitrix, turned the dial and slammed it down. He transformed into what looked like a red manta ray like alien, Jet Ray. He zoomed over to the balcony looking structure of the place and descended, turning back to normal before his feet touched the floor.

"If Orihime isn't here," Ben said as he turned to look at the many other buildings scattered around. "This is like finding a needle in a haystack."

"Well, well. Look what we have here."

Ben turned around.

* * *

Eon went to the control room to get a read on everyone's progress.

"Well, what's this?" Eon asked himself. "It seems the intruders picked up a few stragglers. I wasn't aware of any Arrancar _outside _of Las Noches. Rather scraggly looking bunch. Now let me see: Kurosaki and the kid have just recently defeated Dordoni and the Exequias have deal with him. Tch. It seems the Quincy and one of those stray Arrancar defeated Cirucci. As for that other human, it seems he's starting to improve against Gantenbainne. Honestly, was _that_ the power of the Privaron Espada? No wonder Aizen kicked them out of the Espada. Hmm. Well what's this? Nnoitra's on the move. I knew he wouldn't sit still and wait for the enemy. The girl Aizen, told me about, Kuchiki. She's not too far from Aaroniero's domain. As for that red haired one and that Arrancar with the huge head, they must be the ones Szayel was talking about. But where is Ben Tennyson, dammit?! Where is he?!" When he finally managed to locate Ben, his eyes widened before a cruel smirk etched on his face. "Oh, this is perfect. Ben Tennyson, it looks like you're out of luck."

* * *

"Something tells me coming here wasn't such a good idea," Ben said to himself.

Standing before him were three female Arrancar. One was a tomboyish looking Arrancar with different colored eyes. Her right eye was ice blue, while her left eye was amber with a red outline around it. She had black jaw-length hair and her mask fragment was on the top of her head with a horn in the middle, much like that of a unicorn. She wore a white uniform with shoulder length sleeves with black cuffs with a v-neck and gloves and collars over her wrists. The second was a dark-skinned, green-eyed Arrancar who resembled an Amazon warrior. She had long, thick, wavy brown hair and large breasts. Her Hollow hole was positioned mid-way between her navel and breasts. Her mask fragments formed a three-sectioned crown around her head and a thick necklace. The third was a slender female Arrancar with long flowing olive-green hair, long eyelashes, and three pink dots just below her right eye. She had lavender-colored eyes. Her mask remnants looked like three hair clip-like extensions on the right side of her bangs. She wore a furry black necklace around her neck. Her outfit consisted of a long white dress with long sleeves that extend well past her hands, with a single slit in each one. She also wore two thin belts that crisscrossed around her waist.

Enemies or not, Ben would not deny that those three were very good looking. _Why is it always the hot ones? Is it me?_

"I must admit," the slender one said. "I didn't really expect any of the intruders to make it _here_ of all places. The fact that you managed to do so without running into any of the others is quite impressive."

"That's him, isn't it?" The dark skinned one asked. "Ben Tennyson?"

Ben scowled. "Eon just couldn't keep his mouth shut about me, could he?"

The one with the horn smirked. "Eon kept going about how dangerous you were. But you don't look threatening at all."

"Apacci!" The dark skinned one snapped at her comrade. "Have you forgotten that his power comes from his transformations? Of course his human form isn't intimidating."

Ben sweatdropped. "Was I just complimented or insulted?"

"I know that, Mila Rose!" Apacci snapped back. "I don't need to hear your stupid voice stating the obvious!"

"What was that?!" Mila Rose snarled.

"My, my, you two should really calm down," The slender one chastised them. "Arguing with each other in front of the enemy only makes you look weak."

"Shut up, Sung-Sun!" The other two shouted at her.

Ben was just glued to the spot. Were they..._really_ teammates? He shook his head. Them arguing gave him a good opening. He would subdue them and then he would ask where Orihime was. The girls became aware of the flash of green light and turned to see Bloxx standing before them. Ben figured it would be a good idea to use a regenerating alien so he could find out these girls' abilities and then switch to a better suited alien. He extended his fist towards the three, who moved out of the way with relative ease.

"Is that supposed to impress us?" Apacci asked mockingly. She pulled the collars off her wrists. Spikes suddenly shot out of them, making them look more like chakrams. Mila Rose drew the sword at her hip and a sai popped out of Sung-Sun's sleeve that wasn't covering her mouth. The three were upon him using Sonido. Bloxx raised his arms to try and defend himself but they were too quick. Mila Rose and Sung-Sun slashed both of his arms off while one of Apacci's chakrams slashed him right through his torso. Bloxx fell to the floor in pieces.

"Ha! So much for the _great _Ben Tennyson!" Apacci laughed, catching her chakram. "And I thought he was gonna be a challenge! I can't believe Grimmjow and Yammy actually had trouble with him!"

But her cockiness fled when Bloxx's parts started connecting back together. The Segmentsapien got to his feet. "Nice try," He smirked at the three, who were staring at him in shock. Though to be fair, if he hadn't used Bloxx, he'd probably be dead. Bloxx slammed the symbol on his chest and turned into Cannonbolt. He lunged at Apacci, who was still too shocked to dodge or defend herself. Cannonbolt curled up into a ball, with Apacci inside his orb.

"Apacci!" Mila Rose cried. She and Sung-Sun went to attack. Cannonbolt started spinning rapidly in place before launching himself in the air and falling to the floor. The impact made a shockwave that knocked both girls off their feet and sent them flying backwards, hitting the nearby wall. Cannonbolt uncurled himself to release Apacci. The Arrancar struggled to walk but she was extremely dizzy and collapsed. Deciding to leave her alone for the moment, Cannonbolt focused on the other two, who were starting to pick themselves up. Cannonbolt struck the symbol on his chest and turned into Echo Echo. He quickly created twenty copies of himself. Half fired a combined sonic blast at Sung-Sun while the other half fired at Mila Rose. Both girls were slammed into the wall again, crying out in pain from the sound attack, unable to move away or even retaliate. Once the two collapsed, the Echo Echoes let off their attack, combined back into one, and then changed back into Ben. He went over to check on them. Both were unconscious but otherwise fine. He looked back over at Apacci. She was still unconscious from that ride in Cannonbolt.

"Well, so much for finding out where Orihime is," Ben said, scratching his head.

"You did well against them."

Ben froze when he heard this new voice.

"I was curious to see how they would fare against you. Despite my warnings that they should take you seriously, they were far too overconfident."

Ben spun around to face this new adversary...and his eyes widened at the dark skinned, blonde-haired woman approaching him. Despite her face being covered up, Ben thought she was beautiful. And he couldn't help but that her shirt revealed the underside of her breasts which her arms were crossed under. Ben felt nervous. He had a nasty feeling that she was one of the Espada.

_Why is it ALWAYS the hot ones?! _He mentally sobbed.

"You let them live," the woman said, looking at the girls. "Judging from what I heard you say, you were hoping to learn the whereabouts of Inoue Orihime?"

"I was," Ben said, not really seeing any point in lying.

"How would you have accomplished this? Torture?"

Ben was shocked. "No! I just figured that once I beat them, they'd tell me."

"And once you got your information...would you spare them?"

Ben shrugged. "I can't think of a reason not to."

"Even though they are your enemies, you show them mercy?" The woman asked.

Ben frowned. "I'm not gonna kill them just because they're my enemies. That's not what heroes do."

"I see," The woman said, closing her eyes for a minute before opening them again. "You're just as Eon said you were."

Ben tensed up. "Let me guess...you're one of the Espada aren't you?"

"That is correct," The woman reached for her zipper and started unzipping her jacket. Ben's face went red and he was about to object. The woman unzipped her jacket all the way to reveal the remains of her Hollow mask which covered the lower half of her face with sharp, shark-like, teeth, as well as an extensive area below and around her neck extending down to, and also (fortunately) covering, her nipples. But Ben's eyes were on something else he spotted on the side of her right breast.

A large black 3 tattoo.

"I am the Tercera Espada, Harribel Tia."

Ben didn't know Spanish but the number 3 tattoo was obvious.

_I'm going against the Third Espada! That means out of all of them...she's the third strongest!_

Harribel hooked a finger around one of the holes one the end of her blade's hilt. She slowly pulled it out and Ben got a good look at not particularly long, it was unusually wide and has the distinction of being completely hollow in the middle, essentially consisting of nothing more than the edges of what would otherwise be a normal sword. Its handle was purple and its guard is as wide as its blade, with three small holes on either end.

Ben had to act quickly. If she was the third Espada, she was way beyond Grimmjow's level. He activated the Omnitrix, trying to think of what alien he should use...when he felt a stabbing pain. His eyes widened as his body started to fall.

"Despite your power," Harribel said, suddenly behind him. "You are at your most vulnerable when you are trying to decide which alien to use."

Suddenly Urahara's warning echoed in his mind: "_The time you take to activate your Omnitrix and decide which alien to use leaves you too vulnerable and the enemy will take advantage of that."_

He couldn't believe it. Somebody had actually taken advantage of that! Ben never thought that would honestly happen._ Stupid! Stupid! Stupid! _Ben mentally yelled at himself as he felt the darkness consume him.

**End of Chapter**

**Well, everyone. Here is the latest chapter of Bleach: Omniverse. I hope you guys all enjoyed it and I apologize if any of you were annoyed with me skipping everyone else's fights. This story is meant to focus more on Ben after all And if you were disappointed with Ben's fight with Apacci, Mila Rose, and Sung-Sun, they **_**were **_**underestimating him and he had caught off them guard. Plus, I have other plans in mind. I won't give any spoilers away but we're not far from the Karakura Town arc now. And I have a feeling you guys will enjoy what I have in mind there. I don't really have much to say but I can assure you guys that I will be working on updating Bleach: Ultimate Alien. Take care, everyone! See you next chapter.**


	7. Blood Mantis

**Disclaimer: I do not own Ben 10 or Bleach.**

**This chapter might feel a bit rushed, but I'll do my best so that the following chapters are not. Special thanks to Pyromania101 and Kamen Rider Chrome! Happy Fourth of July!**

**Blood Mantis**

The first thing Ben noticed when he opened his eyes was…that his eyes were _open_! The optical organs zipped in all directions. He was…still in the place where he had fought those three girls, and then had been subsequently knocked out by their mistress, Tia Harribel, the Third Espada. When that had happened, he had been sure before consciousness had left him that he would surely be killed, and yet here he was, still alive.

Why?

"He's awake, Harribel-sama!"

That was Apacci's voice. Ben realized that he had been propped up against the wall. He could feel the cracks from the previous battle. Hearing footsteps he looked forward…and started to blush when he realized he was looking right at Harribel's breasts! He quickly looked up into her eyes. With her face being covered (her jacket was zipped up again), he couldn't tell if she knew what he had done or not. Apacci, Mila Rose, and Sung-Sun stood at either side of her, eyeing Ben with contempt and annoyance.

"I'm…alive?" Ben asked them, genuinely confused.

"Don't get used to it!" Apacci snapped at him. "The moment we see you try to go alien, we cut your hand off."

"Wouldn't be the first time," Ben mumbled, remembering that one time his arm not only got cut off but somehow gained sentience.

"What was that?!" Apacci snarled.

"Apacci, calm down," Mila Rose chided her.

"Girls," Harribel said softly. Immediately the girls looked at her and Apacci calmed down. Though Apacci still gave Ben a hate-filled glare. Harribel kneeled down, looking Ben in the eyes.

"Be grateful that you chose to spare my subordinates," she told him. "Because, curious or not, I would have killed you."

Ben gulped, thanking his lucky stars that he was such a nice guy. Then he pondered over Harribel's words.

"Curious?" he asked.

Harribel got up and turned her back to him. Ben tried to get up and immediately Mila Rose and Sung-Sun were on either side of him, their weapons poised at his neck.

"Ladies," Harribel addressed them. The girls froze.

"But Harribel-sama…" Sung-Sun tried to argue.

"It's all right," Harribel assured her. She turned around to look at Ben again. "For the moment, you're our prisoner. However, that doesn't mean we will be inhospitable. As long as you cooperate with us, you will not be harmed. However…the moment you try to turn into one of your aliens, we _will_ cut your hand off."

Ben frowned. Harribel had managed to knock him out the moment he activated the Omnitrix. Cutting his hand off would probably be child's play, and he didn't want to take a chance with the other girls too. For the moment, he was in checkmate.

"So," he said. "Now what?"

Harribel stood at the edge of her balcony, simply gazing off into the distance. "I wish to know more about you."

Ben, Apacci, Mila Rose, and Sung-Sun looked in confusion at the Tercera Espada. Her request was an odd one and completely unexpected, especially to them.

"You want to know more about…me?" Ben asked. "Normally I wouldn't mind a gorgeous woman saying that but…" Just then the wind was knocked out of him by Apacci slamming her fist in his gut.

"Don't you dare talk about Harribel-sama that way!" Apacci growled. She grabbed Ben, who was clutching his stomach in pain, by his hair.

"Apacci!" Harribel addressed her, her voice slightly raised. Apacci flinched.

"But Harribel-sama, he…"

"I've told him that he wouldn't be harmed," Harribel said. "Release him."

Apacci hesitantly released Ben, whose pain was starting to subside.

"I'm sorry," Harribel apologized and Ben was taken aback by the genuine concern in her voice. "Apacci is not fond of people speaking ill of me."

"I've noticed," Ben grumbled, rubbing his stomach. Harribel waited until Ben was done. He looked at her. "So…what exactly do you want to know about? What aliens I turn into? What powers I have?"

Harribel shook her head. "No. I would like to know about you personally."

Well that certainly took Ben aback. His enemies were never interested in his personal life. He resisted the urge to make another smart remark, lest Apacci attack him again.

"Well, if I'm gonna tell you stuff about me," he said instead. "Mind if you do the same? You know, _quid pro quo_: you ask a question, I ask a question. That work?"

Harribel raised an eyebrow. "Very well. That is fair."

Apacci, Mila Rose, and Sung-Sun looked uncertain.

"Harribel-sama, he's the enemy!" Mila Rose argued. "Why would you…?"

Harribel did not reply to her. Instead she focused on Ben. "I will ask the first question."

Ben shrugged. "Fair enough." Not like he had much choice given the circumstances. "Might as well make myself comfortable." He started sitting up. As he did, he felt something in his pocket. Curious, he reached inside and pulled out several wrapped pieces of candy. Confused, Ben tried to figure out how they had gotten there. Then he remembered that Urahara had given them to him the night before he and the others had gone to Hueco Mundo. But since Ben's mind had been focused on rescuing Orihime, he had forgotten all about them. He held his hand out to the others. "Candy?"

The women all looked at each other, wondering if Ben was actually serious. Naturally, Harribel was the one to make the first move. She took one of the wrapped candy from Ben, studying it closely.

"Thank you," she said, though she made no attempt to unwrap or even eat the candy. Then again, Ben wondered how she could have with her mask remains covering her mouth.

Seeing their mistress do it, Harribel's Fraccion took the other candy from Ben as well. Though they stilled eyed Ben with suspicion. And, when they took the candy, they didn't make any attempt to eat it. This must be what Paradox felt like when he tried to offer people gumballs. Ben unwrapped one and popped it into his mouth. Its fruity flavor made him think of American Jolly Ranchers. Maybe Urahara's products had some value to them after all.

"Is it true that you received your first Omnitrix when you were just ten years old?" Harribel asked, waiting a moment for Ben to enjoy his candy.

Ben nodded, remembering that day well. "Yeah, I was going on a road trip with my grandpa and cousin. When the Omnitrix landed near our campsite, I went to inspect it, and it latched onto my wrist." He did leave out a few details but he had a feeling she wouldn't be interested.

"Incredible," Harribel breathed. "To receive a device like that at such a young age…" Of course, Eon had already told her about this, but she wanted to hear it from the hero himself.

Ben coughed to get her attention. "So, my turn?" Harribel nodded in response. He tried to think of something to ask. He decided on the only one that came to mind. "So how come you joined up with Aizen?"

Ben wondered if he should've asked that question. Harribel's subordinates were looking at her with nervous looks on their faces. Their leader was silent.

"I am in debt to Aizen-sama," Harribel finally replied.

Ben raised an eyebrow. What did that mean?

"I believe it is my turn again," Harribel said. "When you realized what you were capable of did you become a hero by choice? Or did you simply see the Omnitrix as a toy to play and show off with?"

"Isn't that two questions?" Ben joked. Harribel simply gazed at him, not showing any indication of amusement. Ben sighed. "I'll admit…there were loads of times I used the Omnitrix for selfish reasons. And I _did_ show off a lot of times when I saved the day. But in the end, I knew what really mattered. It wasn't about showing off and getting attention…it was about helping people." He paused and as it was his turn he asked, "So, what did you mean about being in debt to Aizen?"

Harribel closed her eyes and the girls were looking at her anxiously. Was it really that bad?

"Harribel-sama, you don't have to answer him," Mila Rose told her.

"Err…if it's something bad, I'm sorry," Ben said. Despite being enemies, Harribel seemed like a decent person.

"It's alright," Harribel replied. She looked back at him. "If I am to answer your question, it would be best if I tell you all of it."

She had Ben's full attention now. He sat upright, crossing his legs. Harribel seemed to wait till he was settled in. Then she began her story.

"Before I had met Aizen-sama, I was a Vasto Lorde…"

Ben whistled. "A Vasto Lorde?!" He remembered what Hitsugaya told him about them. "No wonder you're the Third Espada. Does that mean the other two are Vasto Lorde too?"

"Hey! Don't interrupt Harribel-sama!" Apacci snapped angrily.

Ben cringed. "Err…sorry."

Harribel waited till they were done before she continued. "In those days, when the Hollows still fought each other for supremacy…females were easy prey for the males. I decided it would be best to form a group instead of fighting on my own. I found three others to form one with: Emilou Apacci, Franceska Mila Rose, and Cyan Sung-Sun." Her subordinates all stood proudly when she said their names.

Needless to say, Ben was really caught off guard when he heard all this. Harribel was a Vasto Lorde, the most powerful evolution of an Espada. If that was the case, why would she need strength in numbers? Or…

"For a time, we were content about our existence," Harribel continued. "Defeating anyone who came to challenge us. But as time went on, we began hearing rumors of Hollows with broken masks. At the time, we didn't know they were Arrancar. But then, we were attacked by one. He was originally a Hollow who served Baraggan."

"Baraggan?" Ben asked.

"The Hollow that considered himself the ruler of Hueco Mundo before Aizen-sama came," Harribel explained, though she did not seem bothered that Ben had interrupted again. "In those days, Baraggan tried to make me join his army. One of his minions had the nerve to lay his hand on me. So I dealt with him. After he had been turned into an Arrancar courtesy of Aizen-sama, he came back seeking revenge."

Ben's eyes widened.

"Despite our power, we were no match for him," Harribel said. "But before he could deliver the final blow…Aizen-sama saved us."

Now this really took Ben was surprise. Judging from what everyone kept saying, Aizen was a regular scumbag. The fact that he forced Orihime to come here was proof enough. So why would he go out of his way to save Harribel and her girls? Harribel closed her eyes.

"After Aizen-sama dispatched the Arrancar, he offered me the power I needed to protect my comrades. I accepted." She looked at Ben again. "It was thanks to Aizen-sama that I gained the power necessary to protect those close to me."

Ben was struck speechless. To be honest, when he came here he expected all the Espada to be just like Grimmjow and Yammy. But Harribel was different. She was a good person who just wanted to keep her comrades safe. But what about Aizen? He was going to sacrifice countless people to make that Ouken thing. Then again, considering that Aizen had saved her and her subordinates' lives he couldn't really blame _Harribel_.

_This feels all kinds of weird, _Ben thought.

"What about you?" Harribel said, kneeling down to look him in the eye again. "When you decided to become a hero, were you aware of the risks you would have to take? The sacrifices you would have to make?"

Ben looked at his hands. "When I first got the Omnitrix, I did see everything like a game. I was just a kid, I didn't realize how serious being a hero really was. Luckily over time I got my head outta my butt." He chuckled a little. "As for sacrifices…" He looked at Harribel and she was surprised by the conviction in his eyes. "I'm always ready to put my life down on the line for other people."

"Are you willing to sacrifice others?" Harribel asked, her tone curious rather than mocking.

"Never," Ben said firmly. "I will _never _sacrifice another being no matter what the cost. I will _always _find another way."

Harribel closed her eyes. "No world is without sacrifices."

"Then _I'll_ make the sacrifice!" Ben stated, actually taking Harribel by surprise. "I'll do everything I can so one won't happen. But if a sacrifice has to be made, then I'll do it myself instead of forcing someone else! I'm a hero and a hero is never afraid to give his life!" One time, he had made such a sacrifice for the Ultimates within the Ultimatrix. He would make such a sacrifice again if he had to.

All four women just stared at Ben in amazement. Harribel was genuinely stunned. She could detect no deception in the boy's words or the look in his eyes. He would genuinely put his life down for others yet not force them to do the same.

"I see," Harribel said softly.

But just then, the group's attention was drawn by the sound of an explosion coming from nearby. Apacci, Mila Rose, and Sung-Sun all ran to the edge of the balcony to get a better view of the smoke cloud that was forming far off in the distance.

"What was that?" Ben asked.

Harribel had stayed behind. She knew better than to turn her back and allow the boy a chance to use his Omnitrix. "That was Grimmjow," she explained.

"Grimmjow?!" Ben exclaimed.

Harribel nodded. "You have been out for some time. Much has happened."

"Like what?" Ben asked, internally freaking out. How long had he been unconscious?

"One of your friends was defeated by Nnoitra, the Quinto Espada," Harribel answered. Ben mentally chided himself for not bothering to learn Spanish. He also wondered which one got defeated. Harribel must've seen the worried look on his face. "That person is still alive, but faintly. Nnoitra didn't bother to finish him off. Afterwards, Aaroniero, the Noveno Espada, and his opponent, Kuchiki Rukia, appear to have killed each other."

"Rukia?!" Ben cried, panic seizing his heart at the thought of one of his friends dead. He slunk down the wall in shock. Harribel allowed him a moment to mourn his friend.

"Szayel, the Octava Espada is currently locked in battle with several of your allies. One is a Shinigami, the other is the Quincy, Ishida Uryu. The other two had the reiatsu of Arrancar."

Ben raised a brow. "Arrancar?" His eyes widened. Pesche and Dondochakka! Had they followed them despite Ichigo's warning? And what about Nel? Was she alright?

"As for whoever is fighting Grimmjow," Harribel said. "I suspect it is Kurosaki Ichigo. Grimmjow has a strong grudge against the two of you."

Ben tried to take all this in. Rukia was possibly dead while Renji and Uryu were fighting another Espada. This meant Chad was the one defeated by this Nnoitra guy, and Ichigo was fighting Grimmjow again. Okay, things couldn't be too bad. There might still be a chance to save Rukia, Renji and Uryu working together might win…providing Pesche and Dondochakka don't get in the way, Chad was still alive…but what about Ichigo? Last time he went up against Grimmjow alone, he got the stuffing beat out of him. He had to think of some way of getting past the girls and helping Ichigo out. Together they could take him. He just needed an opening. He suddenly became aware of another explosion in the distance.

"So," he said, trying to ignore the sounds of explosions coming from wherever Ichigo and Grimmjow were clashing. "Where exactly are we?"

"You are in within the dome of Las Noches," Harribel explained. "Aizen-sama had created an artificial sun to illuminate the darkness. The buildings scattered within the dome have different functions. Others, like this one, serve as palaces for the Espada."

"Palaces?!" Ben's jaw dropped.

"Each Espada has their own palace," Harribel replied. "Customized to fit our individual tastes."

Ben whistled. "Well, at least you guys got luxury."

Harribel didn't respond to that. Instead she looked over to where Ichigo and Grimmjow were fighting. Just then there was a knock coming from within Harribel's palace.

"Girls," Harribel's subordinates immediately looked at their mistress when she addressed them.

"Yes, Harribel-sama?" Sung-Sun asked.

"Someone is at the door. I need you to keep an eye on Ben Tennyson so he doesn't use his Omnitrix."

"Understood, Harribel-sama," Apacci said. The three immediately focused on Ben, who raised his hands in surrender. Harribel went to answer the door. Ben was feeling unnerved by the intense gaze the girls were giving him.

"None of you can turn people to stone with a glare, can you?" he asked half-jokingly.

"Don't be so full of yourself," Mila Rose said coldly. "You should grateful that Harribel-sama spared you."

"Believe me, I am," Ben said. _She could have easily killed me, _he thought. _After all the bad guys I've fought, it would have been really lame to get bumped off by a surprise attack. If Vilgax ever found out, he'd never let me live it down._ Ben sighed._And she's just the Third Espada. How powerful are the other two?_

Harribel returned. "Aizen-sama has requested my presence." She glanced over at Ben. "Keep an eye on him."

"Yes, Harribel-sama!" The girls said in unison. Harribel turned around and left the room. Ben looked at the girls and they glared back in turn.

"So," Ben said, trying to think of conversation. "What do you guys do for fun around here?"

* * *

Harribel made her way to Aizen's throne room. Aizen was sitting on his throne while Eon was standing nearby.

"You wanted to see me, Aizen-sama?" Harribel asked.

"I did, Harribel," Aizen said. "Eon has told me that Ben Tennyson reached your palace. He was curious to know of the boy's fate after waiting so long."

Harribel looked over at Eon. She couldn't see much of his expression behind his covered visor. She looked back at Aizen. "He had. My Fraccion engaged him but were defeated by his resourcefulness and their own overconfidence. I then engaged the boy and defeated him."

"You did?" Eon asked eagerly. "You defeated Ben Tennyson?"

"I did," Harribel said. "But I chose not to kill him."

"YOU WHAT?!" Eon thundered. "WHY WOULD YOU…?! HOW COULD…?! THE BOY WAS IN YOUR POWER AND YOU CHOSE TO SPARE HIS LIFE?!"

"I was never given exact orders to kill the intruders," Harribel replied coolly. She then looked at Aizen. "Do you wish for me to execute the boy, Aizen-sama?"

Eon and Aizen both noticed the hesitation in Harribel's voice. Eon narrowed his eyes, which were full of suspicion, at Harribel.

Aizen merely closed his and smiled. "No. That's all right, Harribel."

Eon rounded on Aizen now. "What?! Aizen, you fool! If you let the boy live, it will only come back to bite you!"

"The boy was good enough to go against Grimmjow, but it seems that he is no match for the higher Espada," Aizen said. "Well done, Harribel."

Harribel didn't mention that she had caught Ben off guard, though perhaps such a minor detail wouldn't matter.

Eon, on the other hand, looked like he was about to explode. "Fine then." He started storming to the direction of Harribel's palace. "I'll take care of him personally!"

"Eon," Aizen called. Said villain froze. "That's enough. He is no longer a threat."

"What did you say?!" Eon rounded on him. "As long as Ben Tennyson lives, he's a threat. Do you think just because one of your Espada simply_ beat_ him that it makes a difference? Ben Tennyson's will is strong. One defeat will not stop him."

"It's fine. The boy is impressive like you say…but I can see now that not even he can fight against my most powerful Espada. You may return to your chambers and do with the boy as you see fit, Harribel."

Harribel bowed. "Thank you, Aizen-sama." She turned around and started to leave.

"Kill the boy, Harribel!" Eon shouted at her. "Kill him! Letting him live will only guarantee your downfall!"

Harribel did nothing to acknowledge Eon's rant as she left Aizen's throne room.

* * *

Around that time, Ben had been trying to find a way to keep himself occupied while at the same time plan an escape. Things had gotten heavy when apparently Grimmjow had done some attack called Gran Rey Cero. It was powerful enough to distort space itself.

"Hey," Apacci said, looking in the far off distance but keeping close to Ben in case he used the Omnitrix. "Space is still being distorted."

"Gran Rey Cero," Mila Rose noted. "That thing isn't something that should be used under the canopy of Las Noches."

Apacci smirked. "Hah! What are you getting all scared for, Mila Rose?"

Mila Rose leaned her head back. "Who's scared? You're the one whose teeth are chattering so loud that I can hear them from all the way over here, Apacci."

"Please stop it, you two," Sung-Sun said. "Speaking in loud voices like that only makes you look weak."

"The Hell was that, Sung-Sun?!" Apacci and Mila Rose both yelled while Sung-Sun looked off to the side.

_Good grief, _Ben thought to himself. _Do these girls argue about everything? _Just then a light bulb went off in his head and he quickly fought the sly grin he started to have.

"You know," he said casually as he got up. "You three are really close to Harribel, aren't you?"

The girls eyed him cautiously, not sure what his game was.

"That's none of your business!" Apacci shouted.

"We are," Mila Rose said edgily. "She's done so much for us."

Ben couldn't fight the guilt that was starting to eat at him. "You girls would do anything for her, wouldn't you? And she'd do anything for you?"

Sung-Sun's eyes narrowed. "Of course. Harribel-sama has always taken care of us. We will follow her to the very end."

Ben gave a soft smile. Much like the Highbreed, Harribel and her girls weren't really evil…merely misunderstood and misguided. He hoped that, when the war happened, he could find some way to convince the Shinigami to spare these four at least. Besides, there was something else he was wondering regarding Harribel and Aizen.

"If that's so," Ben said, making it look like he was just walking casually as he made his way to the edge of the balcony. "I can't help but wonder," he paused for dramatic effect, "Which one of you is her favorite?"

"I am!" All three girls said at the same time. They froze when they realized what each other just said.

Ben smirked. _Gotcha._

"Are you two stupid?!" Apacci yelled at her comrades. "I'm Harribel-sama's favorite!"

"Ha!" Mila Rose chortled. "Don't make me laugh, Apacci. How could you possibly be Harribel-sama's favorite? Someone as impulsive and short-tempered as you couldn't hope to be. _I'm_ Harribel-sama's favorite."

"Really, you two," Sung-Sun chided them. "Having an argument like that. Considering the fact that you are both so immature, it's obvious _I'm _Harribel-sama's favorite."

"What'd you say, Sung-Sun!?" The other two roared at her.

Ben saw this as his opportunity. It was now or never. Taking a deep breath, he jumped off the edge of the balcony. His action didn't go unnoticed though.

"Hey!" Apacci yelled, realizing they had been tricked. "Get back here!"

As Ben plummeted to the ground below, he activated the Omnitrix and scrolled through his aliens till he reached the interface for Armodrillo. Since Arrancar could apparently fly (or at least levitate) he wasn't going to take a chance with any of his flying aliens. He reached Armodrillo and slammed the dial down. Much to his relief, he turned into the ten-foot-tall, armored Talpaedan which he had selected. When he was about to make impact with the sand, he simply dived into it like like diving into a swimming pool. Underneath the sand, he made his way to where Ichigo and Grimmjow had been fighting.

Back at Harribel's palace, the three shared worried looks with each other. The boy had tricked them and had managed to escape. Harribel-sama would be so disappointed in them. Their blood ran cold when the door opened and Harribel entered. She noticed that there was someone absent.

"Where is Ben Tennyson?" she asked her subordinates.

The three looked at each other nervously, afraid of what their mistress would do.

"He escaped, Harribel-sama," Apacci admitted.

"We underestimated him, and he got away," Mila Rose added.

The three girls got on their knees. "We're sorry, Harribel-sama. Please forgive us!"

"It's all right," Harribel told her girls. She would not force them on their knees, begging for forgiveness. That behavior was better suited for scum like Baraggan. "Though I hope this teaches you not to underestimate your opponents anymore."

"Yes," Sung-Sun said.

Nonetheless, Harribel was impressed with the human boy. "How did he escape?"

The girls flinched. "He…tricked us into fighting with each other," Mila Rose confessed.

_How clever, _Harribel thought. She knew that her Fraccion fought almost all the time but nobody had ever used that to their advantage. Ben Tennyson had to be commended. Curious to his whereabouts, she used her Pesquisa to get a lock on his reiatsu. It felt a little different, meaning he must have gone alien, but she could sense it. He was heading in the direction of Grimmjow's reiatsu and the human boy. She had sensed them on her way back to her palace. However, she couldn't help but notice how massive the Kurosaki boy's reiatsu was. If she didn't know better, she could have sworn she had been sensing a fight between two Espada.

* * *

Armodrillo noticed how much easier it was to dig through sand compared to most earth. It was like he was his own personal sand speedboat. And since he was a fast digger under regular ground, he'd reach Ichigo in no time.

But something from the surface struck the ground near him, causing him to shoot out and sprawl along the sand. Wobbly, he got to his feet. What happened?

"So…you're Ben Tennyson, aren't you?" Armodrillo turned his head to see a tall, rather thin fellow giving him a very unsettling look. In his hands was a large…ax looking weapon that resembled two crescent moon-shaped blades fused together at the backs, with a large looped chain connected to the shaft at the end of the handle. Armodrillo had a nasty feeling that he had just escaped one Espada only to run right smack into another one. "I've been looking forward to this."

"Err…I don't suppose you'd just want my autograph?" Armodrillo joked.

His grin ever widening, the new guy swung his weapon. Armodrillo turned his left hand into a drill and struck it against the Arrancar's blade, creating sparks. The blow knocked the two opponents back.

"Let me guess," Armodrillo said. "You're an Espada aren't you?"

The guy grinned. "That's right." He stuck his tongue out, revealing a black 5 tattooed on it. "Jiruga Nnoitra, the Quinto Espada." If he expected Armodrillo to tremble in fear at this revelation, he was sadly mistaken. Instead Armodrillo relaxed and Nnoitra heard a visible sigh of relief. "What's with that attitude?!" he snarled.

"Sorry, pal," Armodrillo said cockily. "But I had a run in with Harribel, and she's the _Third _Espada while you're just the _Fifth."_

Nnoitra was enraged when he heard that. "You think that makes a difference?! You think just because that stupid _woman_ is the Third Espada that she's better than me?!"

"Uh…yeah. She's got a higher rank than you," Armodrillo pointed out.

Nnoitra trembled with rage. "Don't underestimate me!" He swung his blade again.

Armodrillo knew that, while this guy was weaker than Harribel, he was still stronger than Grimmjow. Time to heat things up. He touched the dial on his chest and was engulfed in green light. "Water Hazard?! I was going for NRG!"

Nnoitra smirked. "What good is that form?!" He swung his blade again. Water Hazard leaped into the air but Nnoitra simply turned his blade so that the end of his staff struck Water Hazard across his back. The Orishan went sprawling across the desert sand.

"Eon kept going on about all those aliens you turn into," Nnoitra sneered at him. "I'm going to enjoy killing you."

"Not gonna happen, Spoony!" Water Hazard shouted, raising his hands and firing jets of water at his foe. Nnoitra was unprepared and was blasted a good few feet away from his opponent. But he soon picked himself up.

"Water?! Ha! That was pathetic! I thought you'd actually be a good fight."

"You ain't seen nothing yet!" Water Hazard called. He started blasting the sand near Nnoitra's feet. The sand quickly turned to mud and Nnoitra found himself starting to sink. Seeing his chance, Ben transformed into Cannonbolt. Curling up, he started spinning in place rapidly before launching himself at the immobilized Espada. Nnoitra was yet again sent flying backwards. Cannonbolt uncurled, feeling quite pleased. But much to his frustration, Nnoitra was just getting back up again. And he did not look pleased. "Time for a change of tactics."

This time he transformed into Echo Echo. Nnoitra looked at this smaller form with disgust. "You're gonna fight me using _that_?" Grinning, Echo Echo created copies of himself and completely surrounded Nnoitra. But the Quinto Espada was unimpressed. "So there's more of you. Nothing but a bunch of little shits."

"Wall. Of. Sound!" The Echo Echoes unleashed a combined sonic blast against their foe. And since it was coming from all around…needless to say it hurt. Nnoitra yowled in pain, covering his ears in an attempt to block out the sound. Now even angrier than ever, he opened his mouth and stuck out his tongue. A golden ball was starting to form. The Echo Echoes panicked and tried to dodge when Nnoitra fired his Cero. While some managed to get out of the way, many were obliterated by the Cero blast. The main Echo Echo called all the clones back into him. Now to change tactics. He slapped the dial and transformed into XLR8. The Espada made to attack but XLR8 kicked sand in his eye. Nnoitra staggered back and XLR8 unleashed a volley of kicks upon his face. The hero believed he had the Espada on the ropes but then Nnoitra grabbed his leg and glared at him through a sandy, watery, but hateful eye.

"Uh-oh."

Nnoitra headbutted XLR8 right in the face. Even with the visor protecting him, XLR8 was painfully shot back by the blow. He quickly got to his feet in time to dodge another swipe of that annoying blade. XLR8 was about to dial in another alien when...

"Ben!"

Nnoitra and XLR8 turned to see Ichigo coming towards them. He was battered, cut, bruised, but still alright.

"Ichigo?" XLR8 asked.

"Tch," Nnoitra said. "So he beat Grimmjow. I'm not interested in that trash. Tesla!"

"Yes sir!" Suddenly someone appeared behind Ichigo. He was a slim, male Arrancar with dirty blonde hair. He had a turquoise marking on his right cheek and wore an eyepatch over his right eye. He also wore a jacket that resembled a lab coat, with the sleeves rolled up to his elbows and what appeared to be medals sewn across his chest. He also wore black gloves and boots. The remains of his Hollow mask appeared to be a thin upper jaw which formed a circlet around his forehead. He struck Ichigo with his sword, drawing blood. Ichigo collapsed to the ground.

"Ichigo!" XLR8 was about to help him when he got blindsided by Nnoitra's blade.

"I'm still your opponent," Nnoitra told him wickedly.

XLR8 glared. Looks like he needed to take care of Smiley before he could help Ichigo.

"Itsygo!"

"Uh no," XLR8 turned to see Nel running towards them. Her eyes widened when she saw Tesla beating on Ichigo. "Nel! Get out of here! It's not safe!"

"Nel?" Nnoitra looked at her. His eye landed on the scar across her forehead and he grinned. "I knew it. The estigma." Nel froze when Nnoitra looked down at her. He laughed. "You've really become a pathetic piece of shit, you know. So how does it feel? Does your broken mask ache? Eh?"

Nel trembled. XLR8 tensed himself up. "How do you know Nel?"

Nnoitra looked back at him now. "I wondered why she was here, so I figured you must have brought her here with you. But, after hearing you ask that, I guess you brought her here with you not knowing what she truly is…"

XLR8 scratched his head. "What is that supposed to mean?"

Nnoitra grinned. "If you really want to know, I'll tell you. That little shit is Nel. Nelliel Tu Odelschwanck. An ex-Espada.

Both XLR8 and Ichigo's eyes widened.

"An ex-Espada?!" XLR8 exclaimed.

"Yeah! What, you thought she wasn't dangerous or something?" Nnoitra taunted. "How stupid are you?! She's just been fooling you since the very beginning!"

"Th…that'th a lie," Nel said weakly. "There'th no way Nel could be an Espada."

"Ah?" Nnoitra questioned. "What are you talking about? You fuckin' with me? Don't tell me you forgot?"

"I…I…I haven't forgotten," Nel said, her eyes starting to tear up. "I'm jutht…not an Espada."

"Tch," Nnoitra raised his foot. "Even after the time you've been gone, it looks like you're still an irritation of mine-but now for an entirely different reason…you're boring!"

He moved to kick her but in two sudden moves Ichigo knocked Nnoitra's foot off course while XLR8 moved Nel out of the way. Nel looked at both of them.

"Itsygo, Ben," She choked. "I…want you to believe me. Nel…hathn't been trying to fool you."

"Of course you haven't," Ichigo said. "There's no reason for you to try and trick us."

"Itsygo," Nel whimpered.

Ichigo looked back at her. "Don't worry, we'll…" But then Nnoitra kicked him to the side.

"Itsygo/Ichigo!" Nel and XLR8 cried at the same time.

"Ha!" Nnoitra laughed. "It does seem like you lost your memory but whatever… After getting your mask broken like that…it's no wonder you've forgotten all that's happened."

"Wait," Ichigo said as he got up from Nnoitra's attack. "What do you mean 'broken?'"

"Just what I said," Nnoitra replied. Suddenly he used Sonido to appear in front of XLR8, snatching Nel out of his arms by her mask and battling the hero to the side. "I'm the one who broke the little shit's mask!"

"Nel!" XLR8 yelled.

"Stop!" Ichigo shouted. He shot forward at Nnoitra. The Espada swung his blade but Ichigo leaped over it and brought his sword down on Nnoitra. But his blade stopped the moment he made contact.

"There's no way for you to cut me with that blade," Nnoitra said before kicking Ichigo under his chin and sending the Substitute Shinigami flying.

"Ichigo!" XLR8 yelled in concern.

"She pissed me off so much," Nnoitra said, looking at Nel. "That's why I broke her mask from behind…and threw her out of Las Noches."

"Let Nel go!" Ichigo shouted.

Suddenly there was a flash of green light. Nnoitra turned his head only to receive a fist to the face! The blow knocked Nnoitra off his feet, dropping Nel in the process. Before Nel hit the ground, she was caught in metal arms. She looked up to see what appeared to be an oven with limbs.

"B-Ben?"

"It's all right, Nel," NRG told her softly. He looked to see Nnoitra getting up. "I'll handle this." He placed Nel on the ground, giving her a gentle pat on the head for reassurance. Nnoitra got to his feet and looked at the new alien.

"So…another form," Nnoitra grinned. He prepared to swing his blade when NRG fired a beam from his vent opening. The blast struck Nnoitra in the chest and he screamed in pain from the intense heat.

"Nnoitra-sama!" Tesla cried in concern.

Nnoitra looked at his chest, his eye widened when he noticed the severe burns. His strongest Hierro, burnt by an alien freak. "You…you!" He charged NRG angrily.

Ichigo moved to help Ben when suddenly Tesla pinned him down. "You're getting in the way of Nnoitra-sama's fight," Tesla said. "Stay out of it!" He stabbed Ichigo's arm with his blade. Ichigo cried out in pain.

"Itsygo!" Nel cried.

Nnoitra and NRG were duking it out. Nnoitra swung his Zanpakuto but NRG batted it aside before punching Nnoitra right in the gut. He doubled over but more out of force, not pain. NRG, however, followed through with an uppercut.

"Now to turn the heat up!" NRG declared, grabbing Nnoitra. "This is for Nel!" His hands started glowing brightly with heat.

Nnoitra was wondering what the alien was doing…and he started to feel it. The alien was burning through his Hierro, his which was the strongest out of all the Espada! No! There was no one who could defeat his Hierro!

NRG's whole body was heating up now. Nnoitra could actually feel his skin starting to blister and boil. "Damn you…damn you!"

Nel was too focused on Ichigo. Every time he tried to get up to help Ben, Tesla would knock him back down. Nel couldn't stand seeing Ichigo in pain like this.

"Itsygo," she mumbled. Tesla raised his blade, prepared to finish Ichigo off. "Itsygo!"

From where Nnoitra and NRG were, there was an explosion in the distance. Both turned to see the pillar of smoke. As the smoke started to clear both were stupefied. Standing before them all was a beautiful woman with long wavy green hair. She possessed a curvaceous and well-endowed figure. She wore rags as a gown that was torn into a skirt and a top, connected with a single strip across her abdomen. Her mask had curved horns on it but there was no mistaking it.

"N-nel?" NRG asked.

Nnoitra glared. "So you returned to that form…Nelliel?"

Nelliel suddenly appeared in front of Tesla and proceeded in kicking him away. Afterwards, she cradled Ichigo in her arms. "Are you alright, Ichigo?"

"Are you…really Nel?" Ichigo asked.

"Yes," Nelliel smiled at him. "Thanks you two, I was able to return to this form. You, Ichigo, were the one who protected me and brought me all the way to this place. Please watch closely. I want to thank you." She picked up a sword that seemingly came out of nowhere and vanished over to where Nnoitra and NRG were fighting.

"Ben," she told NRG. "You too, have done so much for me. Please let me return the favor."

NRG hesitated. "Are you sure, Nel…Nelliel?"

She smiled at him. "Don't worry. I'll be done quickly."

Just then the back part of her "shirt" flew up and any objections NRG had died when he saw the big black 3 tattoo on her back.

_She's…the Third Espada?! But, wha…_

Nelliel shot forward at Nnoitra. The Fifth Espada was unconcerned when blood suddenly gushed from his chest.

"Wha…" He looked back at Nelliel, seeing that she had somehow drawn her blade without him seeing it. "You little shit!" He tried to attack her but she managed to kick his blade aside…with her bare foot! Turning her body in mid-air, she then kicked Nnoitra right in the chest. The fact that she had kicked a burned part of his body made Nnoitra cry out in pain as he flew back. Angrily, he planted his foot in the ground to stop.

"Damn!" He stuck his tongue out and began charging up a Cero.

"A Cero!" Ichigo cried. "Nel!"

Nnoitra fired the Cero at his opponent. But Nelliel made no attempt to dodge it. Instead she brought her hand up. The Cero stopped the moment it made contact. All of those present were shocked at this display. And if that wasn't weird enough, Nelliel opened her mouth and the Cero…went inside!

"Oh, fu…" Was all Nnoitra got to say before Nelliel fired her own, much bigger Cero blast, at Nnoitra. The Fifth Espada had no chance of escaping or defending himself as the blast hit home. A massive pillar of smoke erupted from the blast.

Ichigo and NRG were struck speechless, Ben having transformed back to normal afterwards. "Whoa."

"Nnoitra-sama!" Tesla cried, running to where his master had fallen.

"Nel…" Ichigo whispered.

"Ichigo!" Suddenly Nelliel tackled Ichigo in a big hug. Though she was hugging him with her super strength. Ichigo cried out in pain. "I'm so glad! I'm so glad that you didn't get hurt!"

"Nelliel!" Ben panicked. "Ichigo's in pain! You'll kill him like that!" But Nelliel wasn't paying attention and just continued hugging him. "Nelliel! Come on! He's unconscious now!"

Just then, their little moment was interrupted as Tesla was knocked past them. Nelliel and Ben turned in the direction he came from to see Nnoitra. Despite his clothes being slightly singed, he was relatively unharmed. Nelliel was shocked.

"What's wrong?" Nnoitra asked mockingly. "I was hit by a Cero that you absorbed and then you even added your own Cero to it. Why am I still alive? Your face is asking me that."

Nelliel glared at him.

"I guess I forgot that 'Cero Double', your trademark technique," Nnoitra went on. "Listen up 'coz you don't get it do you? You have forgotten one thing. Since you left Las Noches…how many years have passed since you disappeared? Don't think that the power of the current Espada…is the same as when you were an Espada, Nelliel! I'll tell you this! That number on your back…is meaningless!"

Ben and the reawakened Ichigo glared.

Nelliel was knocked back by Nnoitra suddenly, catching the two boys by surprise. As Nnoitra moved in, Nelliel drew her blade again. Both stopped with their blades aimed at each other.

"Why'd ya stop?" Nnoitra asked.

"Same to you," Nelliel countered.

"Idiot," Nnoitra said. "I saw ya stop, so I stopped as well. You are so annoying. It makes me think of that time when I fought with you. After all that, ya haven't changed a bit. From that time, nothing is new."

Ben grinned. _Not if I have anything to say about it._ He activated the Omnitrix and slammed the dial. In a flash of light, he turned into Diamondhead. Ichigo got up and was about to help when suddenly he was kicked to the side by Tesla.

"You again?!" Diamondhead groaned. Before Tesla could move, Diamondhead slammed his hands on the ground. Crystal pillars shot out of the ground, immobilizing Tesla. "Stick around some." He looked at Ichigo. "No worries, Ichigo. I got this." He punched his palm as he approached Nnoitra, who had swung his blade down on Nelliel, who managed to block it.

"Do you remember calling me a beast?" Nnoitra asked her. "Even saying our strengths aren't equal? How does it feel? Bein' beaten to death by the same 'beast?'"

"Dude…just shut up." A crystal fist punched Nnoitra in the face, knocking him down. Nelliel turned to see Diamondhead glaring at Nnoitra.

"I don't know what your problem with her is," Diamondhead said to the fifth Espada. "But I do know one thing…"

Nnoitra got up, glaring at Diamondhead angrily. The Petrosapien smirked at him.

"You mess with my friends…I kick your butt!"

"Ben?" Nelliel asked.

Diamondhead gave her a thumbs up. "Don't worry, Nelliel. I've got your back."

Nelliel smiled. "I appreciate your help. I was about to consider going into my released state. Having just regained my powers, it probably wouldn't have been a wise move. Ichigo?"

Diamondhead looked back at Ichigo. "He's pretty beat up, but he'll be all right." Nelliel sighed in relief. Nnoitra appeared behind him.

"Ben! Look out!" Nelliel cried.

But it was too late as Nnoitra's weapon slammed down on Diamondhead. Nnoitra thought he had won…only to see that his blade stopped on contact with the Petrosapien's body.

"What was it you said to Ichigo?" Diamondhead mocked. "Oh, right. 'There's no way for you to cut me with that blade'." He shifted his right hand into a sword while firing shards from his left.

Nnoitra instinctively brought his arm up to prevent the shards from hitting his face. Diamondhead moved in and slashed his blade at Nnoitra. But his blade simply scraped against the Espada's skin. However, it did have the effect of striking his burned areas. Nnoitra grit his teeth from the painful sensation. Suddenly he felt something slash him across the back. He had forgotten about Nelliel. He turned back to face her but she had already Sonido'd away.

"Made you look," Diamondhead grinned, grabbing Nnoitra by his spoon hood. He hefted Nnoitra in the air and slammed him into the ground. Nnoitra swung his blade, knocking Diamondhead backwards. "I'm getting sick of this."

Nelliel went in for the next attack but Nnoitra quickly blocked it.

"This is getting ridiculous," Diamondhead said.

"Crush! Verruga!"

The crystals Diamondhead trapped Tesla in exploded. When the smoke cleared, a large, warthog-like creature stood.

"Nnoitra-sama!" Tesla pleaded. "Let me help you!"

"Stay out of this!" Nnoitra ordered. "I don't need your help." His eye landed on Ichigo, who had been starting to get up again. "If you want someone to fight, deal with him."

Tesla looked over at Ichigo. "Yes, Nnoitra-sama."

"Ichigo!" Nelliel cried. She was about to run over and help him but she was forced to dodge Nnoitra's attack.

"Where are you going?" Nnoitra asked maliciously. Nelliel glared at him.

Ichigo tried to move but Tesla slammed his fist down on the Substitute Shinigami. Ichigo yelled out in pain.

"Ichigo!" Nelliel wanted to get over to him but Nnoitra kept getting in the way.

Diamondhead took matters into his own hands by firing more shards at Tesla. It certainly got the warthog's attention. But Diamondhead's own attention was drawn by Nnoitra attacking him again. Tesla focused back on Ichigo, raising his fist for another blow. Nelliel and Diamondhead were about to call out when suddenly…

"What the hell you think you're doing, dying over here…Ichigo?"

Someone had suddenly appeared, blocking Tesla's fist from crushing Ichigo. Diamondhead recognized him as the buff guy with the spiky hair.

"Ken…Kenpachi?" Ichigo asked weakly. "Is that…is that really you, Kenpachi?"

Kenpachi frowned. "Of course it is. Did they kick our ass so bad that you lost your damn mind?"

"Kurosaki-kun!"

Diamondhead and Ichigo looked to see Orihime, wearing some white uniform, running towards Ichigo.

"Inoue/Orihime?" Both called.

Orihime looked up and smiled at seeing Diamondhead. "Tennyson-kun!" She noticed Nelliel. "Who…is this?"

Nelliel smiled. "Hello, Orihime. It's me, Nel."

Orihime's eyes widened. "Nel-chan?! Err…Nel-san?!"

"What are you doing here, Inoue?" Ichigo asked.

"She was worried about you, Ichigo. It's not polite to have her worried sick."

Diamondhead's eyes widened. "Pro…Pro…"

Sure enough, Professor Paradox had appeared, a smile on his face.

"Hello, Ben."

"Who…who are you?" Ichigo asked.

"Allow me to introduce myself," Paradox said. "I am Professor Paradox, a friend of young Tennyson right here."

Tesla glared at Kenpachi. "Who are you?" Kenpachi simply looked at him.

Feeling uneasy, Nnoitra struck his finger into the ground. A line of energy snaked through over to Kenpachi. Nnoitra's eye widened.

"Not bothering to reply? Fine then," Tesla said, raising his fist. "I'll make you disappear."

"You fool!" Nnoitra shouted at him. "Get out of there, Tesla!"

Kenpachi raised his sword, a rather thin thing with a jagged edge, and brought it down, slashing through Tesla with one swipe.

"Nnoi…tra…sama," Tesla said weakly before collapsing, blood spraying from the grievous wound inflicted upon his body.

Kenpachi stepped away from Tesla with a bored look on his face. "Next."

Nnoitra narrowed his eye at him.

"Well?" Kenpachi challenged. "Bring it on. I'll dispose of you next."

"Kenpachi," Ichigo said. "Why are you here? Soul Society said they wouldn't be involved in this fight."

"I'll answer that," Paradox said, just as Kenpachi looked at Ichigo like he was about to be killed.

"Why are you here, Professor?" Diamondhead asked.

"I'll answer that as well," Paradox chuckled. "For Soul Society's presence being here, they had actually been planning an invasion. My good friend Kisuke had been charged with creating a Garganta that could allow Captain-level Shinigami to pass through. Then of course Miss Orihime had been suddenly kidnapped." He gave Orihime a bow. "Delighted to meet you, my dear, though I wish we could have met under better circumstances."

"Yay!" Suddenly a small, pink-haired little girl popped out of Kenpachi's shirt. "Candy-chan showed up and helped us get here!"

"Candy-chan?" Diamondhead asked amused.

The little girl suddenly blew a bubble gum bubble before popping it and started chewing it again. Paradox chuckled.

"Yachiru here is quite fond of gumballs," he explained. Paradox looked over at Kenpachi. "I believe you have this situation well in hand, Kenpachi. We'll be over there."

Ichigo, Diamondhead-who was suddenly back to Ben-Orihime, and Nelliel, were suddenly standing near some ruined pillars. Ichigo, Orihime, and Nelliel recognized it as the place where Ichigo had fought Grimmjow. But Nelliel felt something else as well. She felt…whole. She touched her Hollow mask and her eyes widened when she realized it was no longer broken.

"How…how…?"

"A little spatial-temporal regression," Paradox told her. "Nothing too fancy. But, considering that broken mask must have been quite an inconvenience, I decided to fix i-" But then Nelliel tackled Paradox and hugged him tightly.

"Thank you! Thank you so much!"

Paradox grunted. "You're quite welcome, Nelliel. But I would appreciate it if you weren't trying to break my spine in half."

Nelliel realized what she was doing and released him sheepishly. "Sorry."

"That's all right," Paradox assured her.

"Who…who are you?" Ichigo asked. Orihime, having seen how beaten up Ichigo was, decided to start healing him.

"He's Professor Paradox," Ben explained. "Just your average scientist with power over time and space." Ichigo gawked at how casually Ben said that.

"Well, you've been doing quite well for yourself, Ben," Paradox beamed at him. "All things considered."

"Yeah, all things considered," Ben said. "So…Soul Society was really planning on invading this place?"

Paradox nodded. "Aside from Kenpachi; Captain Kuchiki, Captain Unohana, and Captain Kurotsuchi have arrived here with their respective lieutenants. Well, except for Captain Kuchiki since his lieutenant was already here." Paradox chuckled. "You've been quite the talk of Soul Society ever since you told off Captain Yamamoto." Then he frowned. "Of course Kurotsuchi was hoping to experiment on you the moment he learned what you could do."

Orihime stared at Ben. "You told off the Captain Commander?"

Ben nodded, crossing his arms. "The jerk wouldn't let Ichigo and his pals rescue you. No way was I gonna let that happen." He grinned at her. "I'm always there for my friends."

Orihime smiled softly. "Tennyson-kun."

"What about the others?" Ichigo asked Paradox.

"Oh, your friends are all right, Ichigo," Paradox said with a smile. "The captains will see to that. Now, I've take it that you've had quite the adventure in this place, haven't you?"

"Time walker!"

Paradox turned around to see Eon standing there, glaring at him. Ben's eyes narrowed. "Eon!"

Eon sneered at him. "I knew I should've killed you when I had the chance, Ben Tennyson. Harribel was a fool to let you live."

"Do you wish to challenge us, Eon?" Paradox asked calmly.

Eon's whole body shook angrily. "No. I've learned much from the Time War, Paradox. Considering how things are…it would be foolish of me to."

Ben grinned. "It's over, Eon!"

"I agree, Ben Tennyson," Eon said. "I warned Aizen but he refused to listen. And now he shall pay for his folly."

The others, aside from Paradox, were confused.

"I had hoped joining with Aizen would give me the power and numbers needed to take on the multiverse," Eon went on. "But I can see now that joining forces with that arrogant fool was a complete waste of time! My alliance with Aizen…is over."

Ben was surprised by this news.

"But…my conflict with you isn't over, Ben Tennyson!" Eon warned. "There were some benefits from my alliance with Aizen. And when the time comes…you won't be ready for them!"

In a flash of light, Eon disappeared.

"So…that's it?" Ben asked. "Eon left just like that?"

"Rather anti-climactic, I'll admit," Paradox said. "Eon's known for much grandstanding. Aizen must have upset him more than usual." He looked over at Ben. "Do you wish to leave now, Ben?"

Ben looked up at him in surprise. "What?"

"The Shinigami have things well in hand here. Eon was your reason for being here."

Ben couldn't believe his ears. Was Paradox pulling him out of the battle just like that?

"You can stay here if you want to," Paradox pointed out. "Our presence has already thrown this universe's original timeline for a loop."

"Universe? Timeline?" Nelliel asked.

Paradox smiled at her. "Ben and I are from another universe." Nelliel's eyes widened in surprise.

Ben was still thinking about Paradox's words. With Eon gone, he didn't have a reason to stay. But he couldn't just turn his back on his friends. He wouldn't. Just then, four people came to mind.

"Paradox…" Ben said.

"Yes?"

"Aizen…Does Aizen care about his Espada?"

Ichigo, Orihime, and Nelliel looked at Ben in confusion.

"No," Paradox said grimly. "Aizen is a deceiver and manipulator. He cares for no one but himself. All his subordinates are nothing but tools for him to try and take the place of God."

Nelliel flinched at Paradox's words.

"I met one of the Espada," Ben went on. "Her name is Tia Harribel and she's the new Third Espada." Ichigo, Orihime, and Nelliel's eyes widened. "She's loyal to Aizen because he saved her and her girls. They don't mean a thing to him, do they?"

"No, they don't," Paradox said sadly.

"And if they were to fight the Shinigami and lose…they would die?"

"Most likely," Paradox admitted.

"Then I'm staying," Ben declared. "Harribel is a good person. She...and her girls...I can't let them die for that monster."

"Ben/Tennyson-kun," the other three said.

Paradox smiled. "Very well, Ben."

Suddenly someone else appeared amongst their group. Nelliel's body froze when she saw him. "You…"

"Forgive me," the guy said. "Truth be told, I abhor such tactics. But I'm afraid I don't have much say in the matter. Buckle your safety belts."

Before anyone could make a move to stop him, the guy vanished with Orihime.

"Who was that?" Ben asked.

"That was Starrk Coyote," Nelliel said. "The Primera Espada."

"And that's bad?" Ben asked, _really _wishing he knew Spanish.

"Ben," Paradox said. "That means he's the most powerful Espada."

Ben's eyes widened.

Just then, a voice boomed across the area.

"Can you hear me? My dear invaders…"

"Aizen!" Ichigo realized.

"For your continued success against my Espada, allow me to express my deepest respect. As of now, we are commencing our invasion of the human world."

"What the?!" Ichigo cried.

"They're invading now?!" Ben shouted.

"Inoue Orihime, I am leaving in the fifth tower. If you wish to retrieve her, you may come and make your attempt. I no longer…have any use for her." Ben and Ichigo's jaws dropped. "Her ability is truly a wonderful one…'phenomenon rejection', an ability far exceeding the capacities permitted to humans. The upper echelons of Soul Society understood the significance of her ability…and that is why…I kidnapped her, in order to unsettle Soul Society, and lead them to turn their attention to reinforcing Soul Society's own defenses rather than those of the human world. After proving that my Arrancar's preparations for battle were complete…Hitsugaya's advance forces were all recalled to Soul Society…to help fortify their own defenses."

Ben and Ichigo felt weights in their stomachs at Aizen's words. Paradox frowned deeply as Aizen went on.

"Furthermore, she had another use. Soul Society had recently gained a new military asset…the "Ryoka" including one "Substitute Shinigami"…She was the perfect bait to lure these forces to Hueco Mundo."

"A trap…" Ben realized. "He wanted us to come here."

"Furthermore, four of Soul Society's captains…were sent to Hueco Mundo as reinforcements…and as such I have succeeded in imprisoning them as well."

"What does he mean by that?" Ben asked.

"Aizen has closed the Garganta the captains used to come here," Paradox said. "However, Aizen is not able to imprison _me."_

"The true strength of the Gotei 13," Aizen said. "Lies in the strength of its thirteen captains. However, right now, three of those captains have defected…and four are imprisoned. Soul Society's military force…has been essentially cut in half. Easy pickings. We shall now proceed to Karakura Town…generate the Ouken…and finally, defeat Soul Society. As for you…once this is all over we will deal with you at our leisure."

Paradox snorted. "That man is far too full of himself for his own good. I can't help but wonder if he just likes to hear the sound of his own voice."

"Paradox!" Ben pleaded. "You've got to send us back! We can't let Karakura Town get destroyed!"

"Oh, I wouldn't say you, Ben." Paradox smiled. "Did you _really _think that Soul Society had not prepared for this as well?"

Ben and Ichigo blinked.

"Well, let's just say Aizen will be in for quite the surprise when he gets to what he thinks is Karakura Town," Paradox smiled. "I don't have much to explain but basically Soul Society created a complete duplicate of Karakura Town. The real one is safe and sound within a special area of Soul Society while the fake one…will be the battleground for Aizen's top three Espada and the other captains of the Gotei 13."

Ben's eyes widened. Top three? "I need to go there. That's where Harribel and her girls will be." Then he paused. "But what…what about Orihime?"

"I'll save her!" Ichigo declared, causing everyone to look at him. "I'll leave Karakura Town to you, Ben. Just…be careful."

Ben nodded. "You too, Ichigo."

"I'm coming with you, Ichigo!" Nelliel said. Ichigo was taken aback.

"Nel?" He asked.

"I won't just sit on the sidelines and watch you put your life in danger," Nelliel declared. "I will fight alongside you and help save Orihime!"

Ichigo smiled softly at her. "Thank you, Nelliel."

Paradox looked at Ben. "Ready, Ben?"

Ben nodded. "Let's do it!"

"Aren't you going to get the rest of the Gotei 13?" Nelliel asked.

"They still have business here," Paradox assured her. "Trust me, the situation will be well in hand." He faced Ben. "And now, Ben, I highly recommend turning into an alien with flight capabilities."

Ben didn't know why Paradox said that but he knew better than to question Paradox. He activated the Omnitrix, selected Big Chill, and slammed the dial down.

"Ooh," Nelliel stared at the ghostly alien.

"Alright, now we're all set," Paradox beamed. "Good luck, Ichigo. Nelliel."

The two nodded and sped off to where Orihime had been taken. Paradox faced Ben. "And now, we must be on our way."

Big Chill felt that familiar transporting sensation and soon, he found that he was back in Karakura Town.

_Not Karakura Town, h_e reminded himself. _The fake one. _He appeared to be standing on some kind of skyscraper.

"Ben?!"

Big Chill turned to see Matsumoto standing in mid-air. "Rangiku?" he asked. He saw that she was not alone.

There was Hitsugaya and the Ukitake guy from before. Next to Ukitake was a tall, light-skinned Shinigami with high cheekbones, grey eyes and long wavy brown hair. His hair was tied in a long ponytail and had long bangs that framed the left side of his face. He wore a straw hat and a pink, flowered kimono, which he draped across his shoulders and over his uniform. He had thin facial hair around his mouth and on his cheeks. And then there was a relatively petite woman with black hair. Her hair was worn short with two long braids bound in white cloth, each ending in a large golden ring. Next to her was a rather fat guy with a bunch of jewelry on. Next was…was that a fox-man?! Sure enough, it was. His fur was light-brown in color, which was the same color as his gloves. He also wore shoulder weights and large, plated boots. He also wore a high collar, having a similar build to his shoulder weights. Standing next to him was some guy wearing black sunglasses. And there he was…Captain-Commander Yamamoto. Beside him was a man with short silver-gray hair and a small black handlebar mustache. Then Ben's eyes landed on a portal in the distance. Standing at the edge was a man. A man Ben knew could only be one person.

"Aizen…" He said coldly.

Aizen spotted him and smiled. He had a feeling he knew who this creature was. "Ben Tennyson. We finally meet. I'm surprised that you managed to escape Hueco Mundo when I closed all the captains' Garganta."

"That would be _my _doing," Paradox said with a hint of pride in his voice. "As I do not require a Garganta to go to and from Hueco Mundo."

"Is that so?" Aizen asked in amusement. "And you are?"

"I am Professor Paradox," Paradox said, giving a polite bow. "Perhaps you've heard of me?"

Aizen's smile grew. "Eon has told me much about you, professor." He looked at Ben again. "So, Kurosaki is not with you. I take it that he stayed behind to save Inoue Orihime."

"Aizen!" Big Chill yelled, drawing everyone's attention to him. He gave Aizen a thumb's down. "You're going down!"

"That's the boy who dared to speak against the Captain-Commander?!" The petite woman asked.

"Tennyson-san is full of spirit," Ukitate smiled.

"I'm curious about what the kid can really do," his friend said.

"And hey, old man!" Big Chill called to Yamamoto, causing the Shinigami to gawk at him. "It would've been nice to know you guys were actually _planning an invasion!" _He really hated people being secretive and cryptic.

The petite woman snarled. "That impudent little…

"Oi, oi," the hat-wearing man said. "The kid's got guts talking to old man Yama like that."

"'Going down?'" Aizen asked Big Chill. "Where on Earth do you have the proof to say such a thing? I know what we have here is not Karakura Town, but it would not be a threat to me at all. Starrk, Baraggan, and Harribel. Come here."

Big Chill felt his throat go dry as three more Garganta opened up below Aizen's. The one on the farthest right opened to reveal Harribel and her girls. The middle one opened up to reveal a really buff old man. Behind him were several other Arrancar but he couldn't get a good look at them. They were all bunched up together. The last Garganta revealed that Starrk guy and a young-looking female Arrancar. Her outfit consisted of white-colored briefs with a black line positioned in the middle, arm-warmers, a revealing vest with a high collar, and thigh-high, fur-lined boots. Her Hollow hole was positioned in the center of her stomach. The remainder of her Hollow mask was the form of a helmet, with two horns on the top of her head. The left horn looked as if it had been cut off, and the left half of the mask covered her left eye.

"Since Karakura Town is in Soul Society," Aizen said. "Then I'll just destroy all of you here and create the key in Soul Society. It's that simple."

_Okay. So Starrk's the 1st Espada, Harribel's the Third…that means the old guy Baraggan is the Second, _Big Chill thought. He took a deep breath. Just then he felt Paradox's hand on his shoulder.

"You'll do fine, Ben," he assured him. "I have pressing business elsewhere. Best of luck."

Big Chill looked back at the gathered Arrancar, knowing that Paradox was probably already gone by now. Aizen was accompanied by two more. Ben recognized one as Tosen and suspected the other one to be Gin. Ben felt as if the air had suddenly become very thick, like some kind of invisible fog.

"Tch," the fat guy said. "Their reiatsu is monstrous as usual."

"You can run if you want, coward," the woman said to him.

"Should we go for the leader?" The sun-glasses wearing man asked the wolf-man.

"No," the wolf-man said. "Aizen's powers are one of a kind. We'd better defeat the others first, so we can concentrate on him."

"Who do you think's the strongest of the three Espada?" The hat man asked Ukitake.

"It's hard to say," Ukitake said. "We'd have to ask Aizen."

"I already know," Big Chill said, drawing everyone's attention to him. He pointed at Starrk. "First." Then Baraggan. "Second. " Then Harribel. "Third."

"Thank you, Tennyson-san," Ukitake beamed at him. "That is much appreciated."

"The problem is," Hitsugaya said. "We have no guarantee that Aizen won't interfere when we take on the Espada."

"Everyone!" Yamamoto called to the others. "Stand back!"

Big Chill saw the old man's cane suddenly transform into a sword. "Reduce All Creation to Ash, Ryujin Jakka!"

Big Chill hastily made himself intangible as the man's sword seemed to transform into a torrent of flames. The flames shot toward Aizen's group. Ben thought it was going to engulf them all but it bypassed all the Espada. Ben then thought it was going to incinerate Aizen, but instead it seemed to form some kind of structure around him and his fellow traitors.

"Jokaku Enjo," Yamamoto said. "Aizen won't be able to get out of there for a while."

Big Chill frowned. If the old man's power was capable of imprisoning Aizen, Gin and Tosen…couldn't he have used it to kill them?

"Now…" Yamamoto said. "Crush them."

"The Captain-Commander's rather violent," Ukitake noticed.

"That's how much of a bad mood Ol' Yama's in," his friend said.

Hitsugaya narrowed his eyes at the fire prison. "Aizen."

Big Chill frowned. _Something tells me trying to reason with these people won't work,_ he thought_. __I've __got to be the one to fight Harribel. Hopefully I can convince her that she's just being used. Maybe that will get these guys to spare her, Apacci, Sung-Sun, and Mila Rose. If not, I'll have to think of something. But I do know one thing…I won't let them die._

**End of Chapter**

**Well, guys. Here ends another chapter to Bleach: Omniverse. I know some of you were hoping Ben would fight Ulquiorra but I have plans for Ben in the Fake Karakura Town. Don't worry about Eon, though. He still has a part to play before this is through. Also, Ben and Harribel do NOT have any romantic feelings for each other yet. Harribel is simply curious about Ben which I hope to elaborate on later while Ben, though finding Harribel attractive, sees that she's a decent person and doesn't want the Gotei 13 to kill her off.**

**As you know, this story is obviously going to be shorter than Bleach: Ultimate Alien, which I have also updated. I won't give away too many spoilers but I can tell you the names of the remaining chapters:**

**-Tres Bestias**

**-Sharks, Skulls, and Wolves**

**-Shock of the Queen**

**-Inferno**

**-Endgame Part 1**

**-Endgame Part 2**

**-Epilogue: Homeward Bound**

**You'll notice how I've been updating a pace faster than Bleach: Ultimate Alien. To be honest, it's because I actually have a plan, courtesy of Kamen Rider Chrome and Pyromania101. And second...I like Bleach: O over Bleach: UA for various reasons. But I am not giving up on Bleach: UA. I just need to come up with a decent plan for it. I know the recent chapters for UA have basically been filler and I will try to get more action and plot in. Well, everyone. See you all next chapter! Take care!**


	8. Tres Bestias

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Special thanks to Pyromania101.**

**Tres Bestias**

The air was thick with tension as Big Chill waited anxiously for either side to make their move. He still intended to stick to his plan; take Harribel and her girls out of the fight as quickly as possible. But, considering how powerful Harribel was, that was easier said than done. Big Chill didn't even know what she was truly capable of. And the other two were apparently stronger than _she _was. He shook his head, trying to clear his mind of any negative thoughts. _I guess I'll just have to wait and see._

Harribel herself had noticed Big Chill when she and her subordinates arrived. It wasn't hard to figure out who the flying moth creature was, even without that symbol on his chest. Though she was surprised that the boy had somehow managed to escape Hueco Mundo, she recalled Eon saying that Ben Tennyson _was _full of surprises. However, her musings were cut short when Baraggan began to speak.

"Now," the Segunda Espada said, looking at their assembled enemies "What have we got here?" His eye landed on Big Chill and he fought back a sneer. He too knew the identity of the creature. Baraggan hoped to crush the boy personally, and then rub it in Eon's face that he succeeded where the dimension hopper had failed. "Our enemies are numerous," he looked back over at the fire prison where Aizen, Gin, and Tosen were trapped. "And the boss is stuck in there."

"I think you underestimate Aizen, Baraggan," Harribel said coolly.

"I think you underestimate _me_, Harribel," Baraggan retorted. He snapped his fingers and his minions pulled out what appeared to be white sacks. They opened the sacks and a variety of bones and skulls flew out. The bones swarmed behind Baraggan, merging together to create a throne with the skulls at the end of the armrests. Baraggan sat down in the throne, while his minions all bowed around him.

"With the boss unable to move, I'll be giving the orders," Baraggan stated. He glared over at Starrk. "_You'd_ better not have a problem with that."

Starrk shrugged. "Sure, why not?" He cried out in pain when the girl accompanying him kicked him. "Ow! What are you doing, Lilynette?! That hurt!"

"I'll tell you why not!" Lilynette ranted. "What are you doing going along with him?!"

"For one thing…" Starrk started to explain.

Big Chill was taken aback by this display. That Baraggan guy had just put himself in charge and Starrk, supposedly the Primera, had just allowed him to and was now being assaulted by that little kid. What was that all about?

"The Juureichi beneath our feet is a fake," Baraggan said, ignoring the commotion nearby. "It's been replaced by a replica created in Soul Society. The boss said, 'All we have to do is infiltrate Soul Society and get our hands on the Juureichi' but…do we really need to go through all that trouble?"

Big Chill's eyes narrowed. He did not like the sound of that one bit.

"According to him," Baraggan went on. "They placed one pillar at each corner of the city and used the power of these pillars to swap it out. So, what will happen if we destroy those pillars? Findor!" He addressed one of his minions; a slim, male Arrancar. The remnants of his Hollow mask consisted of a smooth helmet covering the upper half of his face with eye holes and a row of teeth sewn across his chin like a strap. His outfit vaguely resembled a Spanish soldier. It had shoulder pads, knee-high boots, and a knife-like protrusion on both of his sleeves which extended along the top of his hands.

"Right." Findor brought the protrusion on his right hand to his lips and blew into it like whistle. Suddenly four Garganta appeared at four different sections in the fake town. A Hollow came out of each one.

"We know where the pillars are," Baraggan said smugly. "These places always have bridges on the north, south, east, and west sides."

"Oh shit!" The fat guy cried. "They know!" Sure enough, each Hollow started to swarm around a pillar that Big Chill just became aware of. The pillars were tall and made of pure white. "If they destroy the pillars, Karakura Town will come back from Soul Society! The real Karakura will become a battlefield!"

"I won't let that happen!" Big Chill was starting to fly towards the pillars but halted when he heard the Captain Commander speak.

"Fools."

Suddenly the four Hollows at the pillars were struck down. Baraggan and Starrk were taken by surprise but Harribel only narrowed her eyes. The fat guy looked back and forth, trying to figure out who had killed the Hollows.

"Do you really think we'd leave such important locations unprotected?" Yamamoto asked. "I've stationed skilled fighters there."

Big Chill looked in the direction of the pillars; he could barely make out the fighters there. Two of them he recognized: Yumichika and Ikkaku. The other two were a complete mystery. One had blonde hair and the other had spiky black hair.

"Huh?" The fat guy looked at the four fighters. "Huh? Huh? Huuuuuuh?! Madarame! Ayasegawa! Kira! Hisagi! They didn't stay behind?! When they weren't at the meeting place, I thought I'd won. I thought it meant I was better than them." He looked at the rest. "What?! Did you all know?!"

"Of course," the hat guy said with a smile.

"Don't act like we're all as stupid as you," Matsumoto told him coldly.

"I told you," the petite woman said. "Maybe you couldn't hear me over the crunching of your rice crackers."

"Of course that's what happened!" Matsumoto said. "Stupid Omaeda."

"What?!" Omaeda cried.

"Hmph," Baraggan sneered, completely unimpressed. "Four soldiers…? So what? If four _ants_ are guarding the pillars, I'll just send four _dragons_ to crush them. Poww! Chuhlhourne! Abirama! Findor! Crush them!"

"Yes, sir!" The four shouted. "Your wish is our command." The four shot away from Baraggan and towards the four pillars.

* * *

"Oho," Ikkaku grinned. "Here comes a new face." Standing before him was a very tall Arrancar with light green eyes and dark brown hair. His mask remnants consisted of a large plate across his chin with two horn-like appendages. He had two green, triangle-like lines running through each of his cheeks which formed inner circles. He had the hairstyle of a medieval monk. His uniform looked like a Chinese garb, with long sleeves which exposed his very large sandals that resembled traditional martial arts training shoes.

"Aren't you a big boy," Ikkaku said eagerly. "I'm praying you're as tough as you look."

"Pray?" Poww asked. "To what? Do you Shinigami have a God?"

Ikkaku thought about Poww's question. "…To what?" He looked to the side. "Now that you mention it…I guess I don't really pray to anything in particular…got it!" He faced Poww again. "It doesn't matter! I'll pray to your God, then!"

"…I see," Poww replied. "Then there's no problem. Our god and king knows full well that you are no match for me."

"…Oh yeah?" Ikkaku challenged.

* * *

Hisagi found himself facing Findor.

"There's one thing I want to ask first," Findor said. "What seat are you?"

"I'm Hisagi Shuhei," Hisagi replied. "Lieutenant of the 9th Division."

"…I see," Findor said. "Then I will fight at the level of a lieutenant."

Hisagi readied himself, wondering what his opponent was up to.

* * *

Yumichika's opponent was next:

"Okay, okay, okay, attention please!" The Arrancar said, twirling like a ballerina before striking a rather feminine pose. He was a large, bulky, and muscular Arrancar. His mannerisms and dress style bordered on those of a stereotypical drag queen. He had long, wavy purple hair, large glossy lips, icy blue eyes, and curly long eyelashes. His Hollow mask remnants resembled a small tiara with horns, and his Arrancar outfit was customized with feminine motifs. "His majesty Baraggan's Number One Fraccion, Charlotte Chuhlhourne is here!" He winked at Yumichika, only to realize that his opponent had his back to him.

"Huh?" Charlotte was curious about this action. "Huh? Huh? Huh? Huh? Huh?" He went over to Yumichika and moved around him to see his face. Yumichika had his eyes tightly closed.

"I don't like to look at ugly things," Yumichika said. Suddenly he felt a strong, stinging sensation on his face. Charlotte had slapped him! "Wha…! Wh, Wh, Wh, Wh, Wh, Wh, What do you think you're doing you bastard?!"

"That's my line!" Charlotte snapped. "How can you look at a perfect stranger and call them ugly?! Listen! You know what's really ugly? Judging people by appearances…that's right. Like your heart!" He pointed at Yumichika, only to realize he had closed his eyes again. Angrily, he drew his sword and moved in to attack. Yumichika quickly brought out his own sword to protect himself.

"I was saying something important!" Charlotte bellowed. "So at least look at me, fugly!"

"You weren't saying anything important, so there was no reason to look at you, fugly!" Yumichika yelled.

* * *

Kira was staring up at his own opponent, who was hovering in the air. He did not wear a jacket, leaving the numerous red tattoos across his chest exposed. He wore two white sleeves on his wrists, a white hakama, a white breech cloth, and a black sash around his waist. His overall appearance was highly reminiscent of a Native American Brave. He had long black hair and golden eyes. The remains of his Hollow mask took the form of a beak-like helmet atop his head.

"Whoaaaa!" Abirama yelled. "Gonna hit you, gonna hit you! Gonna kill yoooooou!" After that, there was nothing but silence between them. "…hey. Hey!" He pointed at Kira., noticing that he was just standing there. "How come you're not doing it too?! Don't be so gloomy!"

"Doing…what? Your screaming game?" Kira asked, finding the whole situation to be rather ridiculous.

"What do you mean, screaming game?" Abirama yelled. "It's not a game! Are you making fun of me?! It's a ritual! We both shout about how we're gonna beat each other up to get each other in the mood!" he started doing it again. "Gonna hit you, gonna hit you, gonna kill—do it!" He shouted once he realized that Kira still wasn't participating.

"No," Kira said. "I see no reason why I should have to participate in such a negative ritual."

"You're the one with the negative attitude!" Abirama retorted. "Hmph. Looks like I ended up with a coward. Fine. I'm his majesty Baraggan's Fraccion, Abirama Redder. What's your name, Shinigami?"

"I'm Lieutenant of the Third Division, Kira Izuru." Kira answered.

Abirama's eyes narrowed. "Third Division? So you were beneath Ichimaru Gin?"

Kira's uncovered eye widened at that name.

Abirama sneered. "I get it. I heard he abandoned Soul Society. Now I see why. With a coward like you, how could he do anything else—" Suddenly he felt something strike his cheek. Kira was now behind him while a small cut appeared on Abirama's cheek, blood trickling down.

"Don't ever…say that name lightly in my presence," Kira said. He looked back at his opponent with a dark look upon his face. "If you're going to die, it's better to die with superficial wounds, isn't it?"

"What?" Redder asked excitedly. "So you can fight after all, even with that face."

And so, the battle of the four pillars had begun.

* * *

Being far away, Big Chill could only _just _see what was going on. Yumichika and his opponent, Chuhlhourne, were really going at it and then the Arrancar went into his released state, his clothes suddenly became even more girlish and ridiculous then before, it practically hurt Big Chill's eyes to look at him. They started fighting some more, Chuhlhourne gained the upper hand and then they were engulfed in some black…cloud thing. When the cloud vanished, Yumichika had emerged the winner.

Kira's opponent's, Abirama, had gone into his released state at the beginning of their battle, taking the form of a large red bird. Like his comrades, Abirama had the upper hand at first, but then Kira did something to him that made it so he couldn't move his wings. And then Kira decapitated him.

Hisagi's opponent, Findor, had started shattering his mask little by little in their battle, and it seemed to be making him stronger. Then he went into his released state, gaining a weird crab like appearance. But then Hisagi released his sword and killed Findor.

Big Chill had panicked when Ikkaku somehow lost to Poww and got his pillar destroyed but then that dog-man captain and that sunglasses guy showed up to save the day, fixing the pillar in the process. Poww released himself, turning into a large, whale looking creature, but then the captain somehow summoned a colossal giant that proceeded in cutting Poww down. The four pillars, and the real Karakura Town, were safe. For now.

"Uoooooaaaaahhh," Omaeda stared at the captain cutting down Poww in awe. "No mercy!"

"That's a good thing," the woman next to him said as if it were obvious.

Big Chill's frown deepened. Just as he thought. The Shinigami were playing for keeps. He _had _to be the one to fight Harribel and her girls.

"He doesn't care if it's the real one or the fake one, does he?" Matsumoto asked with a sigh. "I wonder if this'll put Squad 7 in the red for the current fiscal term."

"Captains pay for the damage they cause in their comrades' battles out of their own pocket. They don't pass it on to the squad," Hitsugaya explained. "Well, Komamura, at least, is that kind of guy."

"For real?!" Matsumoto asked excitedly. "Awesome! Now we can fight worry free-hee!"

"You're a different story," Hitsugaya said firmly. "The stuff_ you_ break is taken from _your_ salary, no ifs, ands, or buts."

By now, only two of Baraggan's Fraccion remained. The first was a slim, male Arrancar with scruffy black hair, a short braided ponytail, golden eyes, and a youthful, almost feminine face. The remnants of his Hollow mask resembled the skull of a saber-tooth-cat, and was on the top of his head, forming a helmet. He wore a white uniform, partly resembling a mandarin-style jacket with a small opening at his chest area, sleeves rolled up to his elbows, an upturned collar, all of which are white. His shoes looked like traditional martial arts training shoes.

The second was a very large Arrancar whose Hollow mask remnants consisted of a thick helmet with short tusks protruding from the sides. He had wavy, short blond hair, and four short squiggly lines descending from each of his dark red eyes. He also had a jagged, chipped tooth protruding from the lower left side of his mouth.

"Idiots!" The former said in disappointment about his fallen comrades.

"They've all…been beaten," the latter said in disbelief. The two were suddenly aware of a crunching noise behind them. They turned to see Baraggan rising from his throne after having crunched one of his armrests. They both bowed down before him.

"Our deepest apologies, Baraggan-sama!" The slim one said. "We shall go and dispose of them immediately! So we humbly request that his Majesty retake his seat and wait here."

"Who are you going to dispose of?"

The two Arrancar turned to see Omaeda and his captain standing not too far from them.

"Do you mean Komamura and the others?" The captain asked. "Or do you mean all of us? Depending on your answer, I'll dispose of you." She then grabbed her sword. "Actually, I'll dispose of you even if you don't answer." The two drew their blades and lunged at each other, their blades clashing.

In an instant everyone had taken battle positions. Ukitake and his friend were facing Starrk and Lilynette. Hitsugaya and Matsumoto were surrounded by Harribel, Apacci, Mila Rose, and Sung-Sun, while Omaeda and his captain faced off against the last two of Baraggan's Fraccion.

"Now, then," Yamamoto said. "The real show has begun."

Big Chill quickly flew over to Matsumoto and Hitsugaya. They were outnumbered anyway so they'd probably appreciate his help. He only hoped he could convince them to spare Harribel and her girls' lives when this was over.

"Get ready!" Yamamoto shouted to the Shinigami. "Put the entirety of your spirit on the line and crush them here! Even if your flesh is torn asunder, be as a steel wall down to your last shard of bone! You must not let them take even a single step into Soul Society."

"I won't let them reach Soul Society," Big Chill said quietly as he continued flying. "But I'm gonna do things _my _way."

* * *

"My, my," the hat-wearing captain said. "Such stiff shoulders. You can feel it when you're with Yama-jii and he gets all fired up."

"Yeah, no kidding," Ukitake said. "After we wrap this up, how about the two of us give him his first shoulder massage in years?"

"No, no," the other captain said. "It's _my _shoulders that are stiff."

"What are you talking about?" Ukitake asked. "I've never _once _seen _you _with stiff shoulders."

* * *

"Omaeda!" The petite captain called to her lieutenant, whose teeth were chattering. "Your teeth are really chattering. Are you scared of your first real fight in a long time? You're pathetic. I can't even stand to look at you." She turned her head away from him. "This is a good opportunity. This time, go off somewhere and die doing something else."

"Huh?!" Omaeda freaked out at his captain's cold treatment to him. He started laughing in a somewhat unconvincing manner. "What are you talking about?! I'm not scared and my teeth aren't chattering! And I'm definitely _not_ gonna die!"

"…I see," his captain said. "Then don't die."

"I won't!" Omaeda declared. "Even without you telling me not to!"

* * *

"Here we go, Matsumoto," Hitsugaya said to his lieutenant. "Do you feel uneasy?"

"What are you talking about?" Matsumoto asked. Hitsugaya said nothing, simply eying her while waiting for a response. "No."

"Let's go!" Hitsugaya said, drawing his blade. "Don't lose your focus, Matsumoto."

Matsumoto looked back at him for a moment before facing the enemy again. "Yes sir!"

"Hey! Mind if I join?" Everyone turned their heads to see Big Chill flying towards them.

"Ben?" Matsumoto questioned. "What are you doing here?"

"Well, considering you were a little outnumbered," Big Chill replied. "I thought I'd come and even the odds a bit." That wasn't a total lie, besides, this way it looked more convincing as to why he wanted to fight the girls.

"You again?!" Apacci yelled, growling angrily. She had seen the symbol on his chest and knew who he was instantly. "I don't know how you got out of Hueco Mundo but this time you're gonna pay!"

"You know them?" Hitsugaya asked Big Chill.

"We got…_acquainted_ back in Hueco Mundo." Big Chill explained. Hitsugaya nodded in understanding. He probably could guess most of what Big Chill meant, but had no idea of the whole story.

"Captain," Matsumoto said. "Ben and I can handle these three. You get the Espada in the back."

Big Chill frowned (not that anyone could see) when she said that. But he knew it was probably for the best. Matsumoto would be hopelessly outnumbered and while Ben didn't want Harribel's girls to die, he didn't want them to kill anybody either. He would just have to take the three out first and then focus on Harribel. Besides, this time Harribel couldn't get the drop on him.

"Can you handle them?" Hitsugaya asked. Despite the way they acted around each other, Hitsugaya did care for his lieutenant.

"Yes," Matsumoto replied confidently.

"All right," Hitsugaya said. "I'll leave it to you two." He used Shunpo to move toward Harribel.

"Like I'm gonna let you!" Apacci cried, preparing to stop him.

"Wait!"

Apacci froze when she saw Hitsugaya face Harribel. Calmly, Harribel drew her sword the same way she had when she faced Ben. Hitsugaya went in for the attack and Harribel blocked, sparks flying from their blades.

Scattered around the Fake Karakura, the battle was on. But Ben's mind was only on one thing:

"Bastard!" Apacci yelled, preparing to attack again. "How dare he swing his sword at Harribel-sama!"

"Wait, Apacci!" Mila Rose called. Apacci stopped. "Do it later."

"What was that, Mila Rose?" Apacci cried. "Are you saying that it's okay for that little brat to hurt Harribel-sama?!"

Mila Rose looked back at her. "Fool. She's drawn her sword. That white-haired kid has no chance of winning anyhow." She looked back at Big Chill and Matsumoto. "I'm saying that, if you want to back her up, then you should mop up these two quickly and then go."

Apacci looked back at Big Chill and Matsumoto and smirked. "Yeah. Now that you mention it, we do deserve some payback for the way that Ben kid humiliated us back in Hueco Mundo."

"Oh, my," Matsumoto teased. "Ben made fools out of you. No wonder, though. With ears, hair and style like that, it must not have been hard to do."

"What the hell did you say!?" Apacci was about to fling herself at Matsumoto but Mila Rose grabbed her by the collar.

"It's a taunt," Mila Rose said. "Quit getting baited all the time, it's getting to be a pain."

"Yeah," Matsumoto added. "The man-gorilla is right."

"What?!" Mila Rose bellowed. "Who's a man-gorilla you damn dairy cow!"

"Would the two of you just stop it? It's so disgraceful," Sung-Sun said to her comrades. "You fools getting all upset is exactly what the enemy wants. The fact that you're both imbeciles can't be helped but could you please not cause problems for me as well?"

"Bitch! Whose side are you on?!" Mila Rose and Apacci both yelled at the same time.

"So it's okay if we start with you then?!" Apacci shouted.

"Well, isn't that funny," Sung-Sun said coyly. "Because I was _just _thinking that you two would be a burden to me."

"Huh?!" The other two cried.

Matsumoto looked at Big Chill. "Are they really that easy to tease?"

"…Yes." was Big Chill's reply.

Matsumoto shrugged and then raised her blade. This drew the attention of Harribel's Fraccion. The three looked at her with narrowed eyes.

"It's too late to look at me like that now." Matsumoto grinned at them. "Even if you outnumber us by one, you lost the advantage being all bunched up like that. Growl! Haineko!"

Matsumoto's blade suddenly turned into sand…or ash. It started to surround Harribel's Fraccion.

"What the Hell is this?" Apacci asked, reaching out to the ash. "You're making fun of us! What the hell are you gonna do with this sand shit?!"

Just then Sung-Sun stuck her leg out, tripping Apacci and making her hit the railing of a nearby skyscraper.

"What the hell are you doing?!" Apacci demanded, rubbing her head.

"Don't foolishly touch something when you don't know what it is!" Sung-Sun lectured. "You are so intolerably careless."

"What?!" Apacci glared, unaware that some of the ash had landed near her arm. Matsumoto made a slashing motion with her hilt and suddenly Apacci's arm was slashed and bleeding. "Huh?!"

"Apacci!" Mila Rose looked at her ally in concern.

"This is Haineko's power," Matsumoto explained. She turned her hilt and suddenly the ash started to form all around the girls. "The blade turns to ash, I then chop up the place where the ash has fallen with one swing of the hilt. You may think of the ash surrounding you as my sword. You have nowhere to run." She snapped her fingers and the girls were engulfed. "Careful. I'll start the mincing with the one who touched the rapidly whirling ash."

"No!" Big Chill cried, startling Matsumoto as he flew toward the ash cloud. He was about to go intangible and pull the girls out when…

"Aren't you being a little naive?" Sung-Sun asked.

"You're so naive," Mila Rose and Apacci both said at the same time.

Sung-Sun started charging a dark pink ball of energy on her right sleeve, Mila Rose began charging an orange one in her left hand, Apacci began charging a red one at the tip of her horn. Big Chill realized what they were about to do and managed to turn intangible just in time as a dark pink, orange, and red Cero blasted out of the ash. Freed, the girls charged at Matsumoto and Big Chill.

"You really think," Mila Rose said, drawing her sword. "That you had us beat with something like that?!" Before she could attack, Big Chill unleashed his breath upon Mila Rose's arm, engulfing it in ice. "What the hell?!"

"Sorry," Big Chill said. "_Chill _for a while." Hearing a shout behind him, Big Chill simply went intangible as Apacci's chakrams flew right through him. Apacci caught them, glaring angrily at him.

"What kind of cheap trick is that?!" She yelled. "How are we supposed to hurt you if we can't even hit you?!"

Big Chill gave her a big smile. "Well…that would be telling wouldn't it?"

Apacci grit her teeth. "You bastard!" She tried to attack again, but Big Chill flew through her, encasing her body in ice. Before she could fall, Big Chill caught her and carried her over to a nearby rooftop.

"There," he said. "That should keep you out of trouble."

"Apacci!"

Big Chill turned his head and moved just in time to dodge a slash from Mila Rose. Her frozen arm had somehow thawed, though Big Chill had a feeling she simply used her power to break the ice.

"You'll pay for that," Mila Rose said. She gathered energy around her fists and started blasting Bala, but Big Chill simply went intangible again. The Bala passed harmlessly through him. Mila Rose was getting visibly frustrated. Big Chill tried his ice breath again but Mila Rose dodged with Sonido.

"That won't work on me again!" she declared.

Big Chill was about to attack when he heard a shattering sound behind him. He turned to see a really, really angry Apacci picking herself up. Big Chill sighed. This was going to take longer than he thought. He looked over at Matsumoto, who was facing Sung-Sun in single combat. Matsumoto tried to attack with Haineko but Sung-Sun repelled it with a Bala. Maybe he could get the drop on her while she was distracted. He flew towards her, going intangible in the process. Sung-Sun suddenly used Sonido to dodge him.

"Did you think just because you were intangible meant we couldn't sense you?" she asked.

Big Chill was about to retort but heard Apacci and Mila Rose coming behind him. He turned intangible and their attacks went through him.

"Quit that stupid trick!" Apacci yelled.

"Why? So you can hit me?" Big Chill asked, trying to attack again. Unfortunately the girls simply dodged using Sonido. Okay, using Big Chill wasn't helping. Time to try somebody else. He touched the dial and transformed into Astrodactyl. "Now let's try this!" He fired his energy whips around Mila Rose and Apacci, catching both girls off guard. "Time to go for a spin!"

Astrodactyl started spinning in place, sending the girls spinning with him. His plan was to get them dizzy enough to incapacitate them. However, both girls grabbed Astrodactyl's whips and with a mighty tug, launched him forward like a slingshot intoa nearby building.

"…Maybe I should have used Chromastone," Astrodactyl muttered, rubbing his aching beak.

"Ha!" Apacci mocked. "Now we can hit you again!" She started soaring towards him. "I'm gonna enjoy this!"

Suddenly Apacci was struck by an incoming fireball. The others looked to see where the attack came from. Standing in the air was a female Shinigami with black hair tied up in a bun. She was holding a katana-like sword with protrusions sticking out of it. The blade was smoking, obviously where the attack came from. Matsumoto's eyes widened she saw her.

"Y…you…Hinamori!"

* * *

During their battle, Harribel had noticed something about Hitsugaya. She attacked again and he blocked it.

"Your reiatsu," she said. "It shook just now."

"What are you talking about?" Hitsugaya asked, though Harribel could tell he was in denial.

"What happened?" She questioned.

"Hell if I know," Hitsugaya replied as he started the offensive now. _Hinamori…what the hell are you doing here?_

* * *

Hinamori made her way over to Matsumoto and Astrodactyl flew over to join them. Hinamori spotted him.

"You must be Tennyson-san, the one that Shiro-chan told me about," Hinamori said. She gave a bow. "My name is Hinamori Momo. It's nice to meet you."

"Err…likewise," Astrodactyl said, scratching the back of his head.

"Hinamori," Matsumoto said to her fellow lieutenant. "Are you…all better?"

"…Yes," Hinamori said with a smile. She noticed that Matsumoto was eying the badge on her arm. "Don't worry, Rangiku-san. I have put on my lieutenant badge and come here today as the Assistant Captain of Squad 5. But what that means is that I am acting as 'the person in charge of the members of Squad 5.' Not as a 'subordinate of Captain Aizen.' Because he is…an enemy of Soul Society."

Astrodactyl noticed the hesitation in her voice. If Ben recalled correctly, Aizen was the former captain of Squad 5. Which meant Hinamori here had been his lieutenant. He figured she must have had some kind of relationship with the guy, and the betrayal was really hard on her.

"Good," Matsumoto said. "As long as you understand that." She raised Haineko's handle again. "Let's go!"

"Okay!" Hinamori said, raising her own blade.

"Be careful, Hinamori," Matsumoto told her. She feared that Hinamori's feelings for Aizen still lingered and could compromise things.

"Are you done with your pointless chatter?"

One of Apacci's chakrams fired out of the smoke where she had been hit. Matsumoto raised her hand and blocked the chakram with a cloud of ash.

"Tobiume!" Hinamori cried, launching a fireball from her sword at the deflected chakram. Despite the explosion, the chakram flew over to Apacci. The girl was slightly burned and her left pant leg had been singed off, showing some of her leg.

"I get it now," Apacci said. "That explosion from before was your sword's power, huh? Judging from your appearance, you look like an Assistant Captain. So…it looks like this is finally a three-on-three fight!" She readied her weapons. "Mila Rose! Sung-Sun! Let's put an end to this! We'll hurry up and finish playing house here, then we'll head over to where Harribel-sama is!"

"Don't act like you're in charge, moron," Mila Rose said as she raised her sword.

"_You _were the one dragging this out," Sung-Sun added.

"But you know…" Mila Rose began.

"I'm in agreement with what you're saying." Sung-Sun finished.

All three charged at their opponents from different angles. Astrodactyl prepared himself. This might be now or never.

"Later, cow girl!" Apacci cried in triumph.

But something happened before the girls could attack. They suddenly found themselves in some strange web-like structure made of some kind of orange thread.

"What the hell…is this?" Apacci asked.

"Didn't you think about it?" Hinamori asked. "How I was able to hit you with Tobiume right from the start? You're all so much stronger than me. In order to get close to be able to hit you without being noticed, I had to hide myself and my reiatsu with Kido. So while I was hiding myself, I put up a Kido net around Rangiku-san. But I never imagined…that all three of you would get caught in it."

Apacci glared at her fiercely. "You little brat!"

Hinamori raised her blade. "Snap! Tobiume!"

A fireball shot from her sword toward the Kido net, creating a massive explosion that engulfed all three Arrancar. Astrodactyl eyed the smoke clouds anxiously. He hoped that hadn't killed them but maybe injured them enough so they couldn't fight anymore. Matsumoto was focused on Hinamori instead.

"Are you okay, Hinamori?" she asked in concern.

"Yes," Hinamori said, looking back at her with a smile. "Sorry. That was my first time using that combination procedure."

Matsumoto smiled back. "It's okay. That was really something. That was No. 20_ Fushibi_, right? But this is the first time I've seen it so long and complex."

"Yes," Hinamori answered somewhat sheepishly. "I kneaded together _Fushibi _and Shakkaho, then I covered that with _Bakudo _No. 26, _Kyokkou_, making it invisible. Then I carefully stretched it out and arranged it in a net-like fashion."

"Wow," Astrodactyl said appreciatively. "That's really good."

"Focusing in this situation was really tough, though," Hinamori added. "I'm glad it went well."

Matsumoto smiled, glad for her friend. But then three spikes in power drew her attention to the smoke.

"Thrust! Cierva!"

"Devour! Leona!"

"Strangle to death! Anaconda!"

Apacci, Mila Rose, and Sung-Sun emerged from the smoke with changes to their appearances. Apacci had become more deer-like. Her body was covered in brown fur, she sported deer-like antlers above her brow, her feet were replaced with deer-like hooves, and she even had a small tail. Both her eyes changed to amber and both eyes gained a red outline around them, with small lightning bolt-shaped markings on both sides of her face. Mila Rose resembled an armored Amazon warrior, with two claws holding her breasts, an armored thong, an armor-like neck garment, and a pair of boots which extended to her upper thigh. She gained sharp lion-like fangs, an orange x-shaped mark on her forehead, and a long lion mane with gold highlights. She retained her broad sword, though it changes in size, shape, and color. Sung-Sun resembled a naga, a human female's torso with a long slender anaconda's tail from the stomach down, and gained three more pink dots under her left eye, and her black furry necklace became thicker and more feather like. Her mask extended around the back of her head and had grown armor plating, similar to a cobra's head.

"Oh yeah," Astrodactyl sighed. "Forgot they could do that."

"No way," Hinamori said weakly. "I didn't quite think that we had beaten them…but to think they're almost entirely unharmed…"

"Their injuries heal when they do their Resurrecion," Matsumoto explained. "That's the kind of group they are."

Astrodactly groaned. The girls were fully healed and even stronger now. Back to square one.

"Damn it!" Apacci cursed. "You guys are going overboard!"

"Dragging this out seems like it'd be more trouble," Mila Rose said. "Using _that,_ we can wrap this up in one shot."

"…I suppose it can't be helped," Sung-Sun relented.

Apacci grabbed her left arm, Mila Rose placed her blade against hers, and Sung-Sun's arm started twisting rapidly.

"Quimera Parca!" All three girls proceeded to tear or cut their left arms off, shocking their opponents. The three arms mixed and combined together. Astrodactyl, Matsumoto, and Hinamori were shocked at the terror that stood before them.

"Wha…what in the world is _that?_" Matsumoto asked weakly.

Standing among Apacci, Mila Rose, and Sung-Sun was a tremendously large being with a white deer skull at the center of its head. It had a long, dark brown mane, which flowed to its lower back, with a lighter brown fur covering its arms and legs. A long, greenish-white snake tail extended from below the mane. In place of feet, it had two black hooves.

Apacci smirked at their stunned reactions. "Quimera Parca. This is our pet, constructed from our three left arms when we're in our released state. His name is 'Ayon.'"

Astrodactyl studied this new opponent. He had no idea the girls, or Arrancar in general for that matter, could do something like_ that_. The creature was big, probably even bigger than Humongousaur's normal height. And he definitely looked strong. This, combined with the fact that he could move on air, showed that he was going to be tough. Really tough.

Ayon simply looked to the left, to the right, and then suddenly he launched himself towards them.

"Haineko!" Matsumoto cried, raising her hilt to summon her ash. But it was too late. Ayon had already moved past her. And to Astrodactyl's horror, he had torn a chunk of her left side out!

"Oh, I forgot to tell you," Apacci said smugly. "Ayon is _dreadfully _strong. So be careful."

"Rangiku-san!" Hinamori cried as Matsumoto started plummeting. She moved to catch her friend while Astrodactyl turned to face Ayon.

"Okay. No playing around with this guy. I'm going Way Big!" He slammed the dial down but instead of becoming his largest alien, he transformed into Chromastone. "I didn't want him _now!" _Chromastone yelled angrily. With a sigh, he faced Ayon. Gathering energy, he fired a rainbow blast at the chimera-like beast. Ayon howled, though Chromastone couldn't tell if it was from pain, anger, or annoyance. With a mighty swipe of his hand, Ayon sent Chromastone flying right into another building.

"Ugh," Chromastone groaned as he got up. "_That _didn't work. Okay, let's try this again. Come on, Way Big!" He slammed the dial again, only to transform into Bloxx. "Oh, come _on_!"

Suddenly a chain wrapped around Ayon's neck and right arm. Bloxx spotted Hisagi and Kira. They were standing next to Hinamori and Matsumoto, who were lying in another web structure. Ayon didn't seem undaunted by the chain though and seemed to be examining it curiously. Apacci had spotted the newcomers too.

"Huh? Who the hell are they?" she asked.

"They're their comrades," Sung-Sun explained. "I watched them over from the pillars."

"If you were watching them, then why didn't you stop them?" Apacci asked. "Dumbass. Tch. They just keep coming to help one after another. Ayon! Don't give them time to interfere! Kill them all at once!"

However, Ayon simply stood there, not doing anything. "Ayon!" Apacci screamed at him. Again, nothing. "…He's fucking ignoring me, that bastard!" Apacci hissed; tick marks showing on her face.

"Give it up, moron," Mila Rose chided her. "There's no way Ayon can hear what we're saying."

"He's got to at least have eardrums somewhere!" Apacci argued. "Right?!'

"I don't know," Sung-Sun admitted. "I've never seen him react to anything _I've _said."

"Tch," Apacci said again, seeing how Ayon wasn't even trying to defend himself. "He didn't do anything after all."

Hisagi eyed his opponent carefully. "Kira. I'll take on this guy. You take care of Hinamori and Rangiku-san."

Kira made a face. "Is that okay? Leaving you to take care of him."

"Who said anything about leaving him to me?!" Hisagi asked. "Hide them with Kido after you've administered emergency treatment, then back me up!"

"I'll back you up instead."

Both Shinigami turned to see Bloxx walking towards them on his extended arms. Both were rather taken aback by his appearance.

"So…you're that Tennyson guy Madarame talked about," Hisagi said. "You'll back me up?"

"Hey, this is my fight too," Bloxx said. "That guy can just focus on healing Rangiku and Hinamori."

"Especially Rangiku-san," Hisagi said. "She's going to be in trouble if we don't hurry." He looked over at Kira. "I'm counting on you, former Squad 4."

"Do you know how long ago that was?" Kira asked.

"…Let's go," was all Hisagi said.

"Yes, let's," Kira replied.

Hisagi pulled the chain he had wrapped around Ayon, pulling the beast with it while Kira used Shunpo to take Hinamori and Matsumoto to safety. Apacci spotted them.

"Ah! What the hell! Why are you just standing around, Ayon?!" she cried. "He took the cow-girl!"

Hisagi, having directed Ayon to a rooftop, began his attack. He put his blade on the chain, chanting "Hado No. 11! Tsuzuri Raiden!" An electric current flowed through the chain, electrocuting Ayon. Hisagi then pulled the chain after the attack, sending the beast crashing onto the rooftop he had been standing over. Bloxx landed on a nearby one and extended his arms, shapeshifting and expanding them into a giant wrecking ball that fell on top of Ayon, knocking him down and taking a good chunk of the building out in the process.

"Did you get him?" Hisagi asked.

"Can't tell," Bloxx admitted. "The guy's pretty tough though."

Unfortunately for both of them, Ayon emerged from the rubble. Bloxx groaned.

"Damn monster!" Hisagi cursed.

Ayon then grabbed the chain wrapped around him and proceeded to break it with ease.

"…You broke that easily enough," Hisagi said shakily. "That means you could've done it any time, huh?"

Suddenly Ayon shot forward, grabbing Hisagi in his grip and squeezing tightly. Hisagi could feel his bones start to pop and his insides being pressed. Ayon then opened a colossal, gaping mouth. Hisagi's eyes widened at the horrifying sight.

Bloxx was about to retaliate when the guy with glasses appeared behind Ayon, his sword raised to attack. Just then Bloxx saw two large eyes under the deer antlers, causing Bloxx to realize that what he thought was Ayon's head must have actually been his nose! Red energy that Bloxx recognized as a Cero charged under Ayon's left eye…the one looking directly at the sunglasses guy. Ayon fired his Cero, blasting the guy away.

"Iba-san!" Hisagi cried. Just then Ayon smashed him against another building, taking out the wall in the process. Hisagi muttered weakly from the attack and Ayon discarded him before focusing on an upside down pyramid of energy, connected to different buildings with what appeared to be threads of energy, where Kira was tending to Matsumoto and Hinamori. Bloxx knew it was now or never.

"Come on," Bloxx said to the Omnitrix. "Third time's the charm." He touched the dial and was engulfed in green light.

Kira freaked out as Ayon started getting close and closer to him. He had seen what that beast had done to his fellow lieutenants and he still needed time heal his allies. "He's coming. Shit! A little longer…just a little longer…"

Just then a shadow fell over Ayon. Kira looked behind the chimera and his face became deathly pale. Ayon, somehow realizing something was behind him, turned around to face this new foe…and looked up.

All around the battlefield, everyone had briefly halted in their battles to see the new spectacle.

"W…what the hell!?" Apacci exclaimed.

Sung-Sun and Mila Rose just stared in silent shock at the sight before them.

Towering over Ayon was a colossal being of uncertain height. Maybe as big as Komamura's giant if not bigger. It was a tall humanoid creature with a large fin on the head which was black at the front and red at the bottom. He had blade-like outgrowths on his shoulders and spikes on his waist. He had red arms with two black lines and white fins on the elbows. He had wristband-like outgrowths on his wrists and had yellow eyes on his head with two extra eyes protruding on his cheeks, one on each. He had red feet with two toes on each foot and had a black sandal-like covering on the middle of the foot and lines on his side of his neck.

"Oh, yeah!" the giant cried happily. "Way Big is in the house!"

* * *

"Huh?!" Omaeda exclaimed. "The kid could turn into something like _that?!"_

"That giant," Komamura said, gazing at it from afar. "Might tower over my Bankai."

"My, my," The straw hat guy said. "That kid is just full of surprises isn't he?"

"Ooh, boy," his opponent, Starrk, mumbled when he saw the giant.

"Incredible," Kira whispered.

Yamamoto, who had been about to intervene, stopped his actions and decided to see what would happen next.

* * *

"So that's Way Big," Harribel noted as she and Hitsugaya resumed fighting.

"You know him?" Hitsugaya asked.

"Eon informed the Espada of the more noteworthy aliens at Ben Tennyon's disposal," Harribel explained. "He said Way Big was the largest and most physically powerful alien the boy can become."

* * *

Ayon, apparently not intimidated by his larger foe, simply charged forward to attack. However, Way Big slammed his fist down, burying the chimera into the concrete.

"And stay down!" Way Big said, certain of his victory. Unfortunately Ayon shot out of the ground, yelling in anger. Way Big sighed. "Why can't they stay down after the first punch?"

Ayon continued bellowing; apparently Way Big had gotten him really upset. Then something crazy happened: Ayon's right arm suddenly grew in size.

"Not bad," Way Big said, only mildly impressed since he could do so much more as Humongousaur.

Ayon used Sonido to appear in front of Way Big and upper-cut him. While Way Big was taller, he couldn't ignore Ayon's own impressive strength. The blow knocked Way Big off his feet, causing him to fall on his butt. Ayon saw this as an opportunity to attack again and charged forward. Annoyed, Way Big backhanded him, sending the beast crashing through several buildings in the process. Way Big got back up just in time to see Ayon coming at him again. The To'kustar simply swatted him like a fly.

"Come on," Way Big taunted. "You're making this too easy."

Ayon yelled as he charged at his adversary yet again. Sighing, Way Big knocked Ayon to the ground again. Obvious the beast was stupid and didn't know when to give up. Ironically Way Big found himself comparing Ayon to Rath. Though he did think Rath was smarter and that was saying something. Rather than let the chimera get back up, Way Big stomped on him. He was certain that would finish the job but he could feel Ayon starting to push his foot off. Angrily, Way Big lifted his foot and smashed it back down again. Ayon was like a cockroach. No matter how many times you squashed him, he wouldn't stay down. Rather than take a chance, Way Big repeatedly stomped on the chimera over and over again. He stomped on him so many times that Way Big lost count. It might've been anywhere between five, ten, maybe fifteen times. Finally Way Big lifted his foot up. Ayon was squashed, smashed, his limbs broken at various angles…but he wasn't moving. Way Big didn't know if he was alive or not…but considering all the things the creature had done, he didn't feel _too_ guilty about it.

Just then Way Big turned his head to see Apacci, Mila Rose, and Sung-Sun coming at him, charging Cero to attack. Way Big didn't want to know what it felt like to get hit by three of those blasts...even when he was gigantic. Finally fed up, Way Big pulled his hands back and brought them together in a massive clap. The shockwave sent the girls flying backwards, crashing into a building behind them. Way Big walked towards the building, where the girls were embedded in the wall. The impact was too much for them and they were unconscious...hopefully. He gently and slowly pried them off and held them in the palm of his hand. He then carefully placed them on another roof, transforming back to normal and landing beside them. Ben bent down and checked them. He let out a sigh of relief when he heard them breathing. They were knocked out but alive. He looked over at the wounded. Everyone seemed to be all right though he worried for Matsumoto since she had probably received the worst damage out of them. Well, he had managed to take out Harribel's girls before they, or Ayon, actually managed to kill someone. _That _had been a lot harder than expected. And way too close for comfort.

"I see you let them live."

Ben spun around to see Yamamoto hovering behind him. Ben tightened his fists and glared at him. He was still really sore with the old man.

"Yeah," Ben said tensely. "I did."

Yamamoto slowly opened his eyes. "Why?"

"'Cause I felt like it," Ben said. He didn't need to explain himself to this guy. "I know they hurt a lot of your fighters but at least nobody got killed."

"They are followers of Aizen," Yamamoto went on. "And enemies of Soul Society."

"So what?!" Ben yelled angrily. "You think that automatically makes them evil?! That they should just be killed?! How about you stop and think about why they might have joined Aizen in the first place!"

Yamamoto frowned behind his beard. "Damn little brat."

"Maybe I am!" Ben said. "You're no better than Old George and the Forever Knights! Let's get something straight here, _Captain _Yamamoto. This might be _your _war, but I will _not _do things _your _way!"

Yamamoto and Ben started to glare at each other fiercely.

* * *

Kira and Komamura, who was guarding the wounded, stared in shock at the boy's audacity.

"Is…he insane?" Kira asked, sweating bullets. "Yelling at the Captain-Commander like that."

_Who does that boy think he is? _Komamura wondered.

* * *

"Oi, oi," the straw hat captain said. "The boy's really pushing it there."

"Eon always said the boy had guts," Starrk told him.

* * *

"Wow," Gin said, watching the drama unfold from within the fire prison. "The boy's telling off ole' man Yamamoto!"

"The boy's sense of justice is well-intentioned…but too naive," Tosen said.

"A boy who is willing to yell at the Captain-Commander for the sake of his enemy," Aizen noted, smiling with amusement. "What a big heart he has."

* * *

Harribel had sensed her girls' defeat and overheard everything Ben had said to the Captain-Commander. Even now…the boy chose to spare the lives of her subordinates and was willing to stand up to the Captain Commander of Soul Society for their sakes despite everything they had done.

Why?

Hitsugaya's eyes widened when he saw yellow energy building up in the hollow part of Harribel's blade. He held up his blade as he moved back, dodging a yellow ribbon of energy that came from Harribel's slash. The ribbon originating from the energy gathered in her sword.

"Apacci, Sung-Sun, Mila Rose," she grabbed her zipper and lifted it up, revealing the black 3 on her breast. "You fought well."

Hitsugaya's eyes widened. "All that power…and you're still only Number Three?"

"'All that power?'" Harribel repeated as she completely unzipped her jacket, revealing her mask remains to the captain. "I don't recall…having shown you the full extent of my power."

Harribel and Hitsugaya glared at each other. Realizing that he was in a pinch, Hitsugaya decided to step things up.

"Bankai!" he cried. "Daiguren Hyorinmaru!"

Ice started to form around Hitsugaya for his bankai. Harribel dashed forward, slashing at Hitsugaya while his bankai was still forming. The blow shattered some of the ice.

Ben turned around at the sound, seeing Harribel and Hitsugaya fighting. _Three down, one to go,_ he thought. Only problem was, it took Way Big to finally defeat Apacci, Mila Rose, and Sung-Sun this time. And he still hadn't seen Harribel in her Resureccion. Still, he had to do something before she wound up killed.

Or worse…she wound up killing someone.

Ben gulped. "Ready or not, Harribel…here I come." He pressed the Omnitrix and rotated the dial to Big Chill. He had a feeling that intangibility would be needed here. He slammed the dial down and gave out a sigh of relief when he turned into the Necrofriggian agian. Unfolding his wings, he flew off to where Harribel and Hitsugaya were fighting. Yamamoto never took his eyes off the Omnitrix wielder.

"That boy..."

**End of Chapter**

**Well, everyone. Here concludes another chapter of Bleach: Omniverse. I must say that I'm really getting into this, hence why I'm updating so fast. I know this chapter was short compared to all the other chapters, but this was meant to mainly focus on Harribel's Fraccion. The next few chapters will be longer, and there won't be as much skipping around. Sorry for anyone who was hoping to see the pillar battles and some of the interactions with the other Espada. However, I do hope you guys will like the chapters ahead.**

**Kamen Rider Chrome has done a lot for me with my stories, always editing my chapters. I felt bad making him do all the editing so I decided to take it upon myself to proofread this chapter and the two following it. It's probably nowhere near as good as his editing, and I most likely messed up somewhere but as the writer, I should take more responsibility for my own works instead of always relying on others to do it.**

**Next time; the battle against the top three Espada heats up. Do the captains stand a chance? Does **_**Ben **_**stand a chance? Find out next time in Sharks, Skulls, and Wolves.**

**By the way, in case anyone was wondering; Alien X will **_**not**_** be used to defeat Aizen. I do hope, however, that you guys will like for what I DO have planned here.**

**If you guys have any questions, feel free to PM me or ask in a review. I'm always eager to hear from you guys.**


	9. Sharks, Skulls, and Wolves

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Special thanks to Pyromania101 and Kamen Rider Chrome. Enjoy the story!**

**Sharks, Skulls, and Wolves**

Down below, Captain Komamura was standing guard over a large cube composed entirely out of Kido. Within the cube, Kira was administering medical attention to his injured allies: Hisagi, Matsumoto, Hinamori, and Iba. But, he couldn't resist looking up to see what was going on between the Espada and the other Captains. Unfortunately, what he saw wasn't good.

"N…no way," he muttered at the sight before him.

Komamura, a solemn look on his face, simply watched as the battles took place.

* * *

The straw hat captain, Kyoraku, had chosen to fight Starrk while Ukitake sat the battle out. Lilynette decided that she would fight Ukitake, but found herself completely outclassed. He even had the nerve to say her Cero was weaker than a Gillian's! As for Captain Kyoraku…

Starrk had slashed at his opponent but the rather flamboyant captain had managed to dodge so that only a part of his hat was cut.

"Phew," the captain said with a smile. "You really are strong. You're full of surprises."

"Is that so?" Starrk asked. "You keep avoiding my sword without tossing away your hat and kimono. You've got a good deal more surprises than me."

Underneath Kyoraku's hat, a small line of blood dripped down his forehead.

* * *

Hitsugaya was struggling with his opponent, Harribel. For despite being the third Espada, she was a lot stronger than he gave her credit for. And she hadn't even released herself yet. He prepared to attack, only to see Harribel raise her sword back, yellow energy gathering in the hollow center of the blade.

"Ola Azul," Harribel thrust her blade forward, firing the yellow energy at the surprised Hitsugaya.

* * *

After the petite captain, Sui-Feng, and Omaeda had defeated the last of Baraggan's Fraccion, Ggio Vega and Nirgge Parduoc, they decided to take on Baraggan himself. But right now they were both lying on a rooftop, Sui-Feng panting heavily while trying to push herself up as Omaeda started picking himself up out of a pile of rubble.

"This is pathetic," Baraggan said in disappointment. "You can't even make me move a single step from this spot?" He suddenly reached into his throne, which started to crumble the moment he struck it. As the throne fell to pieces, Sui-Feng's eyes landed on the colossal battle axe the Segunad Espada was now holding. He must have been storing it within his throne. Baraggan hefted it over his shoulder with ease. "Now…who shall I split in two first?"

Sui-Feng narrowed her eyes. This guy had been knocking them around so easily and now he had just made things worse.

"C…Captain?" Omaeda called weakly.

"What?" Sui-Feng asked, wondering what her annoying lieutenant had to say.

"Isn't it…about time?" Omaeda asked.

"For what?" Sui-Feng asked.

"'For what?!'" Omaeda cried, as if it was obvious "Lifting the limit! Lifting the limit! Haven't we held back long enough?! It's about time we lifted the limit and kicked this geezer's ass!"

"Ho. What's this?" Baraggan asked, suddenly interested. "You still have some tricks up your sleeve?"

"Of course we do, you old fart!" Omaeda retorted confidently. "We're gonna lift the limit! And when we do, this'll be over in two seconds, moron!"

"Interesting," Baraggan smirked. "Do it!"

"We will," Omaeda said. "And we don't need you to tell us to. Right, Captain?" He started chuckling gleefully.

"Not a chance," Sui-Feng replied.

"Huh?!" Omaeda's joy melted away.

"The limit seal is automatically inscribed on the body of any member of the captain class when they pass through the Senkaimon," Sui-Feng explained. "However, in times of crisis, the automatic inscription mechanism can be temporarily disabled." Omaeda's eyes widened and his mouth hung open. "We came here this time without receiving the limit seal. In other words, we are already fighting at full strength!"

"…No way," Omaeda whispered, trembling in fear at the meaning of her words. If they were at their full potential and this guy was beating them like nothing…did they even have a chance at winning?

* * *

"This is it?" Harribel was also unimpressed as she gazed down at her opponent. She had knocked Hitsugaya to the ground and right now he was picking himself up. "_This _is the power of a captain?" She looked ahead to see Big Chill flying towards her. "At least Apacci and the others…weren't defeated by_ them_." She held her sword with an outstretched arm in front of her with the blade pointing down. "I shall put an end to this."

Hitsugaya looked up at her, wondering what she was going to do now.

"Destroy! Tiburon!"

Hitsugaya's eyes widened. She was going to use her Resurrección!

A heart-shaped surge of water appeared behind Harribel and engulfed her completely, forming a cocoon-like cyclone. Suddenly something sliced through the cyclone, splitting it in two. Harribel now stood in her released state and Big Chill felt his brain turn to mush.

In her released state, all of her clothes were gone, as well as her Espada tattoo. The Hollow fragments had become a collar with extensions that covered her nipples. She gained spaulders on her shoulders that bore a resemblance to shark fins, with two ribbon-like protrusions on her back. A thin, spine-like structure also formed on her stomach, spanning from her waist to the underside of her breasts, shrinking into a narrow chain that was connected to her collar. Harribel now wore a mini-skirt consisting of bones that appeared to surround a dark undergarment. She now wore a pair of knee-length boots and elbow-length gloves as well. Her weapon took the form of a broad pata, which resembled an elongated shark tooth, featuring an unusual hilt with a hand guard that completely covered her hand. The sword also possessed what appear to be gill markings along either side of the blade. Harribel had lost her three braids, causing her hair to become messy, and gained two blue lightning bolt markings on both sides of her face.

Now that Big Chill was able to see all of Harribel, particularly her face, he couldn't help but notice that she was really very...

"Beautiful," he sighed, gazing at her. Harribel and Hitsugaya both turned their heads to look at him. Big Chill's eyes widened and his hands flew to his face. "Did I just say that out loud?!" Hey, he was a still a guy after all. He knew a beautiful woman when he saw one.

Hitsugaya gave Big Chill a "Seriously?!" look. But when the white haired captain turned around to face Harribel…the right side of his body was completely severed from the rest.

"What…the…?!" Was all he managed to get out as blood flew everywhere.

Big Chill was too stunned to speak as Hitsugaya's two parts collapsed.

"You are no match for me," Harribel said with finality in her voice. "One blow from the shark and the ice dragon sinks into the sea."

Big Chill was panicking now. There was no way Hitsugaya could survive a blow like _that!_ He had been too late. Big Chill was torn. He still wanted Harribel to live but he couldn't just ignore the fact that she had killed somebody either. Besides, the fact that she had just killed one of the captains would make it really hard to convince the rest of the Gotei 13 to spare her. His feelings were all conflicted.

Just then Harribel turned her gazed towards him. Big Chill quickly went intangible in case she tried to attack him.

"Ben Tennyson," she said. "Once again you spared my subordinates."

Just then Harribel ducked in time to dodge a slash from…Captain Hitsugaya?!

Harribel switched her blade to her other hand and slashed at the snow-haired captain. He quickly ascended before he could be slashed. "What's going on?" she demanded.

"I didn't think your release would make you that much faster and stronger so quickly," Hitsugaya replied. "Good thing I was prepared just in case."

Big Chill and Harribel looked over to what they thought was Hitsugaya. The double turned completely into ice and shattered.

"I can only use this once, though," Hitsugaya went on. "So I'd wanted to hold off as I could. Don't underestimate our strength."

Harribel didn't reply, simply looking back at Hitsugaya.

_Phew, _Big Chill thought in relief. _He's still alive. That means I've still got a chance. _Then he added. _That ice clone technique was pretty cool. Could I do something like that?_

* * *

Baraggan went for the attack. He swung his axe at Sui-Feng. She dodged but the building behind her had its top completely split off. Sui-Feng moved in to kick the old Espada in the back of his head. But just as her foot got close…it suddenly began to slow down.

_Not again! _Sui-Feng thought in frustration. _Every time I'm about to hit him my kick suddenly slows down._

Baraggan grabbed Sui-Feng's leg and heaved her overhead.

"Damn…it!" Sui-Feng cursed as she was flung into the building below.

"Captain!" Omaeda cried.

"Calm down," Sui-Feng said as she got back up. "It's not a problem." She glared at Baraggan. _What the hell is going on? It's not like the force of his spiritual energy is slowing me down…my own body is getting slower! Can he control gravity? Or is it some sort of power that directly controls __my__ muscles?_

Baraggan sneered. "Don't you get it? You seem unsure as to what my powers are."

Sui-Feng glared at him fed up with his taunts.

"The Espada," Baraggan said, "Each embody an aspect of death."

Sui-Feng, despite herself, was curious by what the old man was saying.

"Those are the ten reasons people die," Baraggan went on. "Each Espada's powers reflect that; Loneliness, Sacrifice, Nihilism, Despair, Destruction, Intoxication, Madness, Greed, Rage, and my Aspect is "Old Age." "Old Age" means "Time." It is the most powerful and inevitable aspect of death. Everyone must face it sometime."

Sui-Feng's eyes widened. The old man boasted that he had power over time itself.

"Look."

Sui-Feng felt a hand on her shoulder and realized Baraggan was standing right behind her. _How…?_ Sui-Feng quickly moved away from Baraggan, taking to the air for cover.

"With nothing more than a touch," Baraggan said. "I can age your very bones."

Sui-Feng suddenly became aware that her left arm, the one Baraggan had touched, was broken! "No way! It's impossible!"

"You don't understand," Baraggan said, seeing the look of disbelief on her face. "That is what death is. And…from now until this battle is over there will not be on single thing your mind can fathom." He held his axe out in front of him, the head facing downwards. "Rot! Arrogante!"

The slit-eye pendant between the axe-blades began to generate numerous jet-black and purple flames, which burned away Baraggan's flesh, reducing his entire body to little more than a skeleton, with his head becoming a skull and his hands and arms reduced to bone, though he retained both of his armbands. Afterwards, Baraggan's body became draped in a purple cloak, with a pitch-black tattered fur collar around his neck area and the fringes of his cloak, which gave him a macabre appearance. Several lengths of golden chain, originally worn like a belt around his waist, now dangled out of his armbands. The eye from his Zanpakutō was now worn at the center of his chest near his neck as an elegant pendant. The sandals of his uniform became white, pointed-toe boots. His crown-like mask fragment turned into a full, extravagantly decorated, bejeweled crown, with a chain running downward on the left side. He retained the scar present on his right eye from his previous form, visible now as an apparent crack in the same location.

Sui-Feng stared at the skeletal being in horror. "Wha…what…happened to him?"

Baraggan started walking along the rooftop. As he did, the very path he was walking started crumbling to dust.

Sui-Feng could only watch in horror. "Each step he takes…is causing the roof to rot and crumble!"

"My aspect is Old Age," Baraggan said. "Everything around me…ages and dies." He raised his hand and pointed to where Sui-Feng was standing in the air. Sui-Feng actually felt fear fill her being.

"B…bastard!" Omaeda yelled at Baraggan. "What're you doing?"

Sui-Feng turned around. "Run, Omaeda! You're no match for him!"

Baraggan chuckled. "Neither are you, captain. Respira!"

A purplish black, smoke-like miasma radiated outward from him. Sui-Feng looked back to see what was happening. She saw the miasma reach a nearby telephone pole and watched the pole age and rot. She tried to get away but the Respira soared after her. It brushed her left hand and already the flesh and muscles aged away, revealing her finger bones. And it didn't stop there. Her entire arm was started to age away into bones. Sui-Feng screamed in horror.

"Omaeda!" She cried to her lieutenant. "Omaeda! Cut my arm off!"

Omaeda was taken aback by her order. "Captain!"

"Hurry!" Sui-Feng shouted, almost pleading. "Do you want me to die?!"

"Damn it!" Omaeda cried, quickly cutting off his captain's left arm. And just in time too, the arm had been completely stripped to the bone.

"Hmph," Baraggan snorted, unimpressed. "It's funny. Apparently even Shinigami are afraid of death."

* * *

Meanwhile, the fight between Harribel and Hitsugaya continued on. Big Chill sat on the sidelines, waiting for an opportune moment to intervene. As it turned out, Harribel had control over water. She sent a wave of it, the water that appeared when she went into her released state, at Hitsugaya, who stabbed the water with his sword, turning it to ice. The ice started to engulf Harribel's arm but she shattered it with ease.

"Don't underestimate me," Hitsugaya warned her. "You must have realized already…with my ice-based Zanpakuto, water simply becomes another weapon for me. Even if that water is your weapon. The ability to control water won't get you anywhere with me."

"Yes, it will," Harribel said, her voice filled with absolution. "And soon. If you want to see, I'll show you. Come here."

"You think I'll take you up on that?" Hitsugaya asked. "And let you catch me off guard?" He created a dragon made out of ice and shot it at Harribel. "I told you not to underestimate me!"

The ice dragon came at her, fangs open for the attack.

"You're the one doing the underestimating," Harribel said with a hint of smugness. She pointed her sword at the ice dragon. "Hirviendo!"

The ice dragon suddenly melted into water, which split into two separate directions instead of attacking her. Both Hitsugaya and Big Chill were shocked by this.

"If my water can become your weapon," Harrible rationalized as she gathered the water around her. "The moment you realize that, you must realize the opposite is true as well. Those are the rules of battle. Cascada!" She unleashed all the water she had gathered into one big torrent down on Hitsugaya. Several town blocks were flooded as a result of the attack.

"Whoa," Big Chill gazed at the sight in shock. "So…ice and water are useless against her. Well that makes Big Chill really useless. Arcticguana and Water Hazard too. But…what about electricity? AmpFibian might work."

Harribel stood there, waiting to see if Hitsugaya had been finished off. Just then some of the water froze.

"'If one's own attack can become the enemy's weapon…'" The ice was split, revealing Captain Hitsugaya standing underneath the ice. "'Then the opposite is true as well,' eh? I'm well aware of that. I don't need you to lecture me about it. Guncho Tsurara!" He sent several shards of ice at Harribel.

"Any attack will have the same result," Harribel said, pointing her sword at the shards. "Hirviendo!" The shards melted into water.

Becoming aware of a presence behind her, she turned to see Hitsugaya, ready to attack again. He swung his sword, Harribel starting to become covered in ice. Harribel shattered the ice that started covering her body with her sword and quickly backpedaled.

"But I'll tell you one thing as thanks for your little lecture," Hitsugaya said. "'One faces the most danger during one's best attack.' That is also one of the rules of battle."

Big Chill looked back and forth between the two combatants. Finally he had had enough. It was time to join in the battle. He touched the dial again.

Both combatants turned to see Heatblast. He started to fall but quickly held himself up using his flames as propulsion.

"Heatblast!? _Seriously?!" _Why did Omnitrix have to give him a form like _Heatblast _against a _water _enemy?!

* * *

Meanwhile, Omaeda eyed Baraggan warily, holding his sword out but not having much courage.

_He…he's a monster, _Omaeda thought. _I've seen a lot of these guys, but none of 'em compare to this creep. He's even more dangerous than Aizen! We can't even get near him, much less touch him. How can we defeat him when we can't even attack?! No…that's not the worst part. _He looked over at his captain. _He got Captain Sui-Feng! That means none of us can escape his attacks!_

"Omaeda," Sui-Feng said to her lieutenant. "I need you…to act as a decoy."

"…Huh?" Omaeda asked, really hoping he had heard his captain wrong.

"Just keep him occupied for a little while," Sui-Feng explained. "I have a plan."

"Wait," her lieutenant said shakily. "N-n-n-no way will that work! It's impossible! What are you thinking? We have to get out of here while we still can!"

"What's the matter?" Baraggan asked. "If you won't come to me, I'll have to come to you."

Omaeda freaked out. "See? Listen to him, Captain!"

"…Just keep your right arm," Sui-Feng said to him.

"Captain!" Omaeda whined.

"You have to be able to cut off any parts that get turned to bone," Sui-Feng said. "I'm counting on you." She vanished.

"Captain!" Omaeda cried, realizing that he just been left alone with Baraggan. And to make matters worse…Baraggan was now right behind him. The fat lieutenant starting running as fast as his legs could carry him, with Baraggan in pursuit.

* * *

Harribel raised her blade. Water came out of the gill markings and condensed around the tip. "La Gota!"

The water shot off her blade, taking the form of a shark's tooth as it fired. Hitsugaya dodged it in time. However, Harribel began to fire a rapid amount of them in turn. Her assault was stopped by a barrage of incoming fire balls from Heatblast. Harribel shot her La Gota blasts at the fire balls. The attacks collided and evaporated into steam. Okay, so Heatblast wasn't at a _total _disadvantage as long as he burned hot enough. Heatblast shot a jet of fire at her but she promptly dodged. She then brought her sword up.

"Cero!"

Heatblast's eyes widened as Harribel's blade glowed with yellow energy and she unleashed Cero at her opponent. It was a lot different than the other ones Heatblast had seen as this one was more like a wave rather than a straight beam. Heatblast leaped off the building he was standing on and flew away before the attack hit and damaged the building. Heatblast noticed that the attack didn't do as much damage as he thought it would.

"That was a weak attack." Harribel turned to see Hitsugaya standing near another building. "But I'm not surprised. You're waiting…for the same thing, aren't you? Waiting for the battle field to be filled with moisture…so that you can use your special attack."

Harribel remained impassive but Heatblast's jaw dropped when he realized what Hitsugaya meant. If this area had enough moisture in it, those two would be able to do some devastating attacks. And he didn't know what would happen to _him _if they did.

"Oh, well," Hitsugaya said. "We'll never get anywhere if we're both after the same thing. I've never tried this in a Bankai state but there's a first time for everything."

"What are you talking about?" Harribel asked.

"The thing is," Hitsugaya replied. "I don't have to wait for more water. Hyorinmaru is the most powerful of all ice-and-snow type Zanpakuto."

Harribel's eyes widened as the sky began to darken. Heatblast noticed this too and started to get a really bad feeling.

"All water is my weapon," Hitsugaya said. "And all the Heavens are at my command. Hyouten Hyakkasou!"

* * *

Captain Kyoraku and Starrk were still in the midst of their battle.

"Quit dodging like that," Starrk said to his opponent. "It's pathetic. Cero."

A blue Cero charged in front of his chest and fired at the surprised captain.

"No fighting pose or anything?!" Kyoraku exclaimed as he dodged out of the way.

"I said quit running away," Starrk said as he prepared to pursue his enemy. Just then he looked up to see the darkening skies. "What is that? What the hell is going on?"

* * *

Harribel and Heatblast looked up. The sky was filled with dark clouds. "What…is this?!" Harribel asked.

"Tenso Jurin," Hitsugaya answered. "It's one of Hyorinmaru's basic powers but at the same time it's also one of its strongest. My power is still incomplete. No one understands that better than me. That's why I didn't want to use this power in Bankai. Because I wasn't confident I'd be able to control it."

Harribel simply gazed back at him with no emotion on his face. Heatblast was feeling more and more uneasy by the minute.

"But due to the fact that half of the ice flowers behind me are gone," Hitsugaya said. "It seems concern will prove unnecessary. I'm…going to ask you your name, Espada."

"Tercera Espada, Harribel Tia," Harribel introduced herself.

"I am the Captain of the 10th Division, Hitsugaya Toshiro," Hitsugaya said. "…Here I come. Hyouten Hyakkasou!"

The clouds parted to make a gigantic hole in the sky, surprising both Heatblast and Harribel. Then, a large mass of snow poured from the hole and down toward Harribel. She raised her sword. "Hir…" But as the snowflakes started landing on her, ice flowers started sprouting all over her body.

"Harribel!" Heatblast called out as more and more snowflakes fell on her and more ice flowers started to form on her.

"What is this?!" Harribel cried.

"Hyouten Hyakkasou," Hitsugaya said. "Anything that touches the snow …will instantly freeze in the shape of a flower." More snowflakes started landing on Harribel, and more ice flowers began to form around her. She glared up at Hitsugaya as the ice flowers began to cover her body. "By the time a hundred flowers have blossomed…your life will be over."

Soon, Harribel was encased in a colossal tower made of ice flowers. She was completely frozen, unable to move at all. Hitsugaya, confident in his victory, turned around and prepared to leave.

"NO!"

Hitsugaya was startled as a fiery streak shot past him towards the pile of ice flowers. It was Heatblast.

"No!" Heatblast shouted again. He raised his hands and unleashed streams of hot flames upon the pillar. He was hoping to melt through it but the ice was taking way too long! Was it really so cold? Heatblast prepared to turn the heat up.

"What are you doing?!" Hitsugaya demanded.

"You can't kill her!" Heatblast said, still blasting the tower with his flames. "She's different from the other Arrancar!"

"Do you understand what will happen if you free her?!" Hitsugaya angrily asked.

"I do," Heatblast replied but that didn't stop him from trying to melt the ice.

"Tennyson, I'm warning you!" Hitsugaya threatened. "You are aiding the enemy."

"So what if I am?!" Heatblast snapped angrily. "Wanna make something of it?!"

Hitsugaya glared. What was Ben doing?! He claimed to have gotten acquainted with Harribel and her girls back in Hueco Mundo. Did something happen there?

"Just listen to me!" Heatblast urged. "She's being used by Aizen! She thinks that she owes him a debt but he doesn't care about her at all! He's deceiving her the same way he did you guys!"

Hitsugaya flinched at Heatblast's words as he started thinking of Hinamori. He shook his head. "I'm sorry…but she is an enemy of Soul Society."

"Then let _me_ deal with her!" Heatblast urged. "I can keep her and her girls out of the battle. Just leave them alone!"

Hitsugaya debated with himself on what to do. That woman was a potential enemy to Soul Society. But, if the Omnitrix wielder could at least keep her out of the way while they focused on Aizen…

* * *

Lilynette was not having a good time. While Starrk was fighting the flamboyant guy, she had decided to fight the white-haired captain. But things had not been looking up for her. He blocked her blade and her Cero with ease, said her Cero was weak, and then he had the nerve to take her blade away.

"Okay! Come here!" she cried, lunging for the captain, only for him to move out of the way. Lilynette tumbled along the floor. Angrily she picked herself up and tried again. "I'm not through yet!" But the captain once again dodged her. Again and again she tried but every time she attacked him, he simply dodged. And she kept getting knocked down, mainly on her face. She glared at Ukitake with tear-filled eyes. "I'll kill you!"

"That's the spirit!" Ukitake genuinely praised.

"Gimme back my sword!" Lilynette ranted.

"No!" Ukitake responded.

"Die, ya white-haired geezer!" Lilynette cried.

"Your heart's not in it." Ukitake said.

"Wahhhhh!"

* * *

Meanwhile, Omaeda was running for his life from Baraggan. The Segunda Espada found his squirming to be rather amusing.

"Keep running, meat sack," Baraggan taunted.

"Sh…shut up!" Omaeda called back. "You're just jealous cause you're all bones! Crush! Gegetsuburi!" His Zanpakuto transformed into a flail, which he used to smash a chunk from a nearby building. He then proceeded to kick the rocks at theSegunda Espada. But just as the rocks got close enough, they eroded to dust.

"They didn't touch him!" Omaeda cried as he started running again. "It's no use. Damn it! Why can't my Zanpakuto use fire or ice or some other Kido attacks?!" Then he was struck by realization and turned to face Baraggan again. "That's it! Kido'll reach you! I've discovered your weakness!" He was about cast a spell but paused…and then simply put his hands down and cried. "Bakudo No. 21! Sekienton!"

A cloud of red smoke erupted in front of Omaeda and he used it to make a quick getaway.

"C…Come to think of it," Omaeda said to himself. "I'm not very good at Kido. Shit, Shit, Shit, now I've really made him mad!"

Baraggan saw Omaeda's pathetic attempt at escaping. "Hmph. It looks like this is the best you can do. So I guess I'll put an end to it." Baraggan reached into his cloak and pulled out a new double-bladed battle axe. It sported two pointed blades and a large spike protruding outwards from its center. There were four golden chains present around the base of the spike, which extended into his cloak and was attached to an ornate bracelet worn around his right wrist.

Omaeda looked back and eyed the axe fearfully. "What's that?!"

"Gran Caida," Baraggan said. "It is…your guillotine." He raised the axe. "Rot and die!"

Omaeda was full of terror as Baraggan prepared for the kill.

"Bankai!"

Baraggan sensed a wave of power rising behind him. He turned his head. A figure rose up behind him. It was Captain Sui-Feng. And she had a strange weapon attached to her. Its appearance was that of a golden, armored missile launcher thatencased Sui-Feng's right arm, and came all the way above her shoulder to form a face shield that she used to cover the right side of her face. The entire weapon was made up of a large pointed gold cylinder with black markings, twice the size of Sui-Feng herself.

"Jakuho Raikoben!" She cried.

"Oho," Baraggan said, regarding the weapon with interest. "So _that's _a Bankai."

Omaeda stared. "C…Captain?" _I've never seen that before. Is that Captain Sui-Feng's Bankai? Look at the shape of it. How can she fight like that? _Then he noticed something. His captain had a sash wrapped around her waist. _That's a 'Ginjotan'! A steel sash worn under armor! Why is she wearing something that heavy? With that on, even she won't be able to move very quickly._

"I," Sui-Feng said, "Would have preferred…not to use…this bankai."

Baraggan stared at her. "...What?"

"This Bankai offends my pride as a Covert Ops Agent," Sui-Feng said. "It's too large to hide and it's too heavy to move. And it's attack," she crouched down and aimed the projectile directly at Baraggan. Small fins extended from numerous points of the missile while she looked out the slits in the face guard. "Is too flashy for assassination."

She fired the missile straight at Baraggan, creating a massive explosion. The resulting shockwave was so powerful that Omaeda was blasted back into a wall. "D-Damn it!" He swore.

Sui-Feng was also pushed back by the explosion. Before using her bankai, she had wrapped the sash around another building for support. Right now it was straining to hold her there.

"Did…" she said weakly. "Did I…get him?"

The sash ripped and Sui-Feng flew further. But before she could hit the building behind her, Omaeda appeared and caught her, hitting the building himself.

"Captain," he said tired but proud. "You did it."

Sui-Feng panted weakly, gazing at the smoke from the explosion. After she caught her breath, she finally spoke. "Let go of me. You're making me sick."

* * *

Nearby, Starrk saw the explosion, and then looked over at the ice tower Hitsugaya made. "Hey," he said to Kyoraku. "Are all your Bankai that powerful?"

"Of course," Kyoraku replied. "They're our secret weapon, after all. I think they're all like that."

"So which is more powerful, that ice bankai over there," Starrk looked back at the ice before looking back at Kyoraku. "Or yours?"

"I don't know," Kyoraku admitted. "Hitsugaya's a genuis. In a hundred years or so, he might be more powerful than me."

"…I see. So then…right now you're more powerful," Starrk theorized.

Kyoraku gave a small smile. "Ukitake!"

Ukitake was startled by his friend's call. He looked over to see Kyoraku's pink robe flying towards him. He quickly caught it.

"Could you hold that for me?" Kyoraku asked. "Since it looks like he's finally gotten motivated."

Ukitake looked over at Starrk worriedly, wondering what was going to happen now.

"Yeah," Starrk said as he started sheathing his sword. "I want to see your Bankai."

"He…sheathed his sword," Ukitake said, wondering why he would do that.

"Lilynette!" Starrk called over to Lilynette, startling her. "Come here."

"N…No need to yell!" Lilynette shouted as she went over to him. "You startled me!"

"What do you want with her?" Kyoraku asked as Lilynette joined Starrk's side.

"The two of us are one," Starrk said. "When other Hollows evolved into Arrancar, they split their power between their bodies and their swords. But we split into two bodies. When we become one again, our full power is released."

He put his hand on Lilynette's head. She closed her eyes and power began to build up around her.

"Kick about," Starrk said. "Los Lobos!" Starrk's body was engulfed in an explosion and smoke covered his entire body.

Kyoraku realized that it was time to really get serious. "Katen Kyokotsu!" His swords transformed into their shikai form, a pair of huge, black, heavily curved Chinese scimitars with silver edges.

Ukitake eyed the smoke cautiously. When it cleared, Starrk was in his released state. When released, he wielded two ornamental pistols, each of them the same length. Part of Lilynette's mask appeared on his head, stretching from the back of his head around to the eyepiece on his left eye, with the flame pattern changing to emerge from the eyepiece and follow the mask fragment around to the back of his head. The mask itself was connected by two chains around his right eye. His outfit changed drastically as well: his upper body was covered in a gray fur-lined jacket over a double-breasted vest, while his legs were covered in dark, skin-tight pants, with gray knee-high fur leggings covering his lower legs, and his arms were covered in gray, elbow-length fur armbands, which ended at his wrists. There are ribbon-covered bandoleers emerging from his upper back and disappearing into his upper forearms. With fur-covered holsters, Starrk's released form resembled a Wild West gunslinger.

Starrk stood up. "Whew. All right. Let's go, Lilynette." After a moment of silence, he suddenly head-butted his left gun. "Don't ignore me!"

"Ouch!" The gun cried in Lilynette's voice. "That hurt! What're you gonna do if you break my head open, dummy!"

"Shaddup!" Starrk snapped. "It's your fault for not cooperating! Anyway, how can I tell where your head is like that?!"

"I've told you a million times the tip is my head…ow!" Lilynette yelped as Starrk started twisting the end of the gun. "Ow, ow, that's my ass! What do you think you're doing?!"

Starrk stopped what he was doing when he saw Kyoraku's straw hat flying toward him. Kyoraku himself appeared behind it, slashing through his hat to try and cut the Espada. But Starrk had managed to move out of the way in time.

"Attacking me while I'm still talking?" Starrk asked. "You seem…"

"Bushokoma!" Kyoraku shouted, spinning his blades to create a whirlwind around Starrk. He then ascended upward while Starrk was caught in the wind attack. Kyoraku crossed his blades together. "Takaoni!"

Before the captain had the chance to attack, Starrk aimed one of his guns and fired a large blast of energy at the captain. But he had a feeling that wasn't the end. He looked to the side and saw that the captain was still alive, albeit slightly burned in his left shoulder.

"Where was I?" Starrk asked. "You seem a little panicked. That's not like you, Captain."

"Well, I meant to kill you with the first blow," Kyoraku admitted. "Your release is really something if you're able to parry that. And…that gun…shoots Ceros doesn't it?"

"That's right," Starrk confirmed.

"Am I wrong…in thinking it can shoot something else too?" Kyoraku asked.

"It can't," Starrk replied after a brief silence.

"You're a bad liar," Kyoraku chided. "There's no use hiding it now."

"I could say the same thing," Starrk said. He pointed one of his guns at Kyoraku again. "You made me do this pain in the ass release, so you'd better show me your Bankai."

"No, no," Kyoraku said. "No matter how much stronger you've gotten. If you're just gonna shoot a Cero…"

"Cero Metralleta," Starrk said, shooting a barrage of Cero from his gun in a manner similar to machine-gun fire.

Kyoraku quickly dodged before any of the Cero could hit him but Starrk wasn't so easily deterred.

"You can't run," he said, aiming his gun at the moving captain. Why bother with precise aiming? At the rate he was shooting Cero, odds were that one was about to hit him.

"W…wait a minute," the captain whined. "This isn't fair!"

"Sogyo no Kotowari!"

Starrk's eyes widened as what appeared to be a Cero came shooting towards him. However, Starrk was able to move to the side in time and face the new attack. It was Captain Ukitake, holding his own dual swords. A large red rope-like chain at the base of the hilts connected the swords together and silver metal square charms hung from the chain. The tsuba extended a little bit up the blade. About half way along the length of the swords, a second blade jutted out from the inside of the main ones and extends back towards the hilt, running parallel to the main blades. The cutting edge of the second blades faced inward instead of outward.

"What…was that?! A Cero?!" Starrk wondered aloud.

"Ukitake?" Kyoraku asked, surprised that his friend had intervened.

"No complaints," Uktitake said. "They're double-teaming you so my coming to your aid is only fair. Besides, you don't seem to want to use your Bankai."

"Oh, no. I will eventually," Kyoraku said.

"No, Ukitake replied. "Don't. You shouldn't use it out here when anyone can see."

Kyoraku looked at his friend tensely.

"Besides," Ukitake added on a lighter note. "My powers are better suited for this sort of thing."

"Hey," Starrk said, causing the two captains to look at him. "Not you," he said to Kyoraku, pointing to Ukitake. "The white-haired captain. How'd you just use a Cero?"

"Oh, who knows," Ukitake said pleasantly. "Maybe you'll figure it out if I do it again."

"I see," Starrk said. He aimed at Ukitake. "All right."

"Don't you get it?!" Lilynette shouted at him. "It's a trap, Starrk." She realized Starrk was ignoring her. "Starrk! Hey!"

"Shut up," Starrk told her as he fired another Cero at Ukitake.

Once again, as the Cero came from Ukitake, it looked like the Captain had shot his own Cero. Starrk dodged the attack but looked at the Captain as he did. There was something going on here.

"See?!" Lilynette urged. "He did it again! I told you!" Starrk ignored her and aimed at Ukitake again. "Are you listening to me, Sta-!?"

Starrk simply fired another Cero at Ukitake. As the Cero closed in the captain, Starrk finally saw it. The answer. Before the Cero could actually hit, it was absorbed into the captain's left sword, then, it would travel along the chain between the swords, and the captain would shoot the Cero out of the right sword. He dodged the blast and appeared to the left of Ukitake.

"I see," he said. "So you can absorb an attack and send it right back at your opponent. And that's not all. Those five talismans hanging from your rope adjust the velocity and pressure of the redirected attack, throwing off the enemy's ability to evade it. From what I can see, it seems like a pretty nasty power, captain."

Rather than being upset, shocked, or distressed, Ukitake was surprised but impressed. "Wow! I can't believe you figured it out that much after just three times."

"Thanks," Starrk said. "But I'm glad your power isn't just to reflect any and all attacks back on your opponent. If you have to absorb the attack first, there has to be a limit to what you can absorb." He aimed at Ukitake. "I don't think you'll be able to do it if I fire 1,000 shots at once."

Suddenly he ducked down as Kyoraku had appeared behind him and tried to slash him. Starrk turned around and pointed his gun point blank at the captain's face. But Kyoraku was able to descend just as the Cero fired at him.

"That's not like you, captain," Starrk chided the Shinigami.

"You shouldn't make judgments like that, Espada," Kyoraku said. "Besides, you're the one who's not acting like himself."

"Hmph!" Starrk snorted. "I thought you and I were alike."

Just then the three were aware of a disturbance in the air. They looked to see a new Garganta starting to open in the sky.

"A Garganta?! Is it someone new?" Ukitake wondered.

"You think there's someone who could back up the top three Espada?" Kyoraku asked. "I hope not."

The Garganta opened completely and a figure started walking toward the entrance. It was none other than Wonderweiss, gazing off in some direction with that absent-minded look on his face.

"Who…is that?" Ukitake asked. He hadn't known what to expect out of the Garganta but this child-like figure wasn't it.

"No idea," Kyoraku told him, uncertain as to what to expect.

"Wonderweiss," Starrk frowned upon seeing him.

Wonderweiss looked back into the Garganta. "Oooh," he seemed to call. A dark shape seemed to loom from the Garganta and out into the open for everyone to see.

Ukitake's eyes widened. "What…is that?" It was a creature with has a bulbous body, long tufts of hair on its back, and a single, large eye. It also had masks for fingernails.

Everyone turned to see the ungodly monstrosity.

"What is that thing?!" Heatblast asked.

"That eye…" Komamura realized. "Is that the same one?!" He remembered an eye like that when Aizen and his cohorts had first escaped to Hueco Mundo.

"Oooh," Wonderweiss gurgled. He disappeared…and suddenly stabbed Ukitake right through the back and out of his chest.

"Wha…" A shocked Ukitake got out as Wonderweiss pulled his hand out.

"Aaaaah," Wonderweiss said.

Kyoraku appeared behind Wonderweiss, preparing to cut him down. But he felt something in his back. He looked back to see Starrk behind him, the Espada's gun being the thing poking him. Starrk fired another Cero at him. Both Ukitake and Kyoraku began falling to the ground.

"Sorry," Starrk said. "If Wonderweiss is here that means Aizen is sick of waiting."

"Shunsui!" Yamamoto cried. "Jushiro!"

Wonderweiss took a deep breath before unleashing a piercing wail.

* * *

Hearing a cracking noise behind them, Heatblast and Hitsugaya turned their heads to see the ice pillar shatter. Now freed, Harribel fixed Hitsugaya with a cold look.

Meanwhile, the smoke where Baraggan had been hit cleared away, revealing the skeletal Arrancar completely unscathed.

"No way…" Sui-Feng whispered, fear clenching her. "Impossible."

* * *

"Captain Komamura!" Kira cried to the wolf captain. "We'll be okay…please go."

"Kira…"

"Please go!" Kira pleaded. "You may be able to save us if you stay and protect us…but what good is that if everyone else dies?! Please go! Captain Komamura!"

* * *

Just then a small hole opened up beneath the behemoth's eye, like a mouth. It unleashed a deep breath upon Aizen's flame prison.

"It smells awful. Like always."

"I agree. I wonder if this is what death smells like."

"It's not a bad smell, death. It's very fitting."

The flames were blown away, revealing Aizen, Tosen, and Gin. They were free.

* * *

Kira paled upon seeing the three traitors free. "It's over. It's really over!" He hung his head and shut his eyes tightly in defeat. So many captains had either been taken out or pushed to their limits. There was no hope for them now.

"Hold it right there!" Everyone turned to the sound of the voice. "Long time no see, Aizen."

Standing there was none other than the Vizards and Professor Paradox. And they looked ready for battle.

"That's…" Tosen realized.

"Oh wow," Gin said pleasantly. "Look at all those nostalgic faces."

"Who's that?" Hitsugaya asked.

"Guys!" Heatblast called. He flew over to another building and changed back. "Boy am I glad to see you!"

Sui-Feng's eyes widened. "That's…"

Even Yamamoto was shocked to see who it was. "Hirako Shinji!" His eyes narrowed. "So they did hide…out on Earth."

"It's been a long time," Shinji said to the other Vizards. "Anyone in the Gotei 13 you want to talk to here?"

Hiyori crossed her arms. "Nope."

"Shut up, Hiyori!" Shinji snapped. "I wasn't asking you!"

"Why wouldn't you ask me?!" Hiyori yelled. "You were asking everyone, weren't you?!"

"I don't care," Love said.

"Me, too," Rose added.

"Not…in the Gotei 13," Hachigen said.

"Berry-tan isn't here?" Mashior noticed with a pout. "Why no~~t?"

Lisa said nothing, she simply left.

"Where are you going, Lisa?!" Hiyori demanded.

"Well," Shinji said. "Guess I'd better go say hi to the Captain Commander. Ready, Paradox?"

"Indeed." Paradox said. "This should be most invigorating."

The Vizard and the time traveler left.

"Hey!" Hiyori called. "Wait up!"

Lisa was standing next to Kyoraku's still body. She simply looked at him before stomping on his head. "How long're you gonna play dead?!" she demanded.

"Ow," Kyoraku started to get up. "All right." He looked at her. "I can't believe it. You've grown so pretty since I last saw you." He wound up receiving a kick to the chin. "Ow!"

"Just lie there!" Lisa said, turning away from him. "I'll show you how strong I've gotten!"

"Lisa!" Kyoraku called. "…I'm glad you're all right."

Lisa stopped to give him one look back. "Idiot." She left him. Kyoraku simply stood there, watching as she left.

* * *

Meanwhile, Shinji and Paradox were standing before Yamamoto, Paradox standing in mid-air due to some unique power of his own.

"Are you here…for revenge?" Yamamoto asked Shinji.

"On Aizen, yeah," Shinji said. "I don't really care about you. If there's anything I'm pissed at you for, it's for making that damn barrier so strong! We'd still be out there until Paradox decided to stop taking his sweet time!"

"I told you, I had business elsewhere," Paradox said tiredly.

"Yeah, yeah," Shinji said dismissively.

"Hirako Shinji," Yamamoto said, drawing the Vizard's attention. "Am I right in thinking…you're on our side?"

"Isn't it obvious?" Shinji asked him coolly. "Of course we aren't."

Yamamoto began to draw his blade.

Shinji turned around and started walking back to the others. "We're not on your side. We're against Aizen. And…we're on Ichigo and Ben's side."

He and Paradox left, leaving Yamamoto take in Shinji's words.

"Kurosaki Ichigo…and Ben Tennyson, eh?"

"There you are," Rose said once Shinji and Paradox joined them.

"You done talking?" Love asked.

"No," Shinji admitted. "But it's no use wasting time on him." He looked over at Wonderweiss and his companion. "The enemy is getting impatient."

Wonderweiss started to wail loudly. Gin frowned. "What a noisy brat. He's totally ruining the mood. I hate when he's like that."

"His words have meaning," Tosen said. "Just watch."

The large behemoth started convulsing.

"What…is he doing?!" Hitsugaya wondered.

A lower part of the creature split open and a massive waterfall of blackness and masks poured out of him onto the city. Soon the darkness and masks began to split into individual beings.

"No way!" Kira panicked.

"Are those all Gillians!?" Sui-Feng asked, looking at the multitude of them.

"Let's do this!" Shinji said to the other Vizards. In an instant, all of them donned their Hollow masks. Shinji's Hollow mask strongly resembled a pharaoh's mask, with a short, flowing hood hanging down the back of his neck. Love's Hollow mask took the form of a traditional Japanese Oni mask. Rose's mask resembled that of a medieval plague doctor. Lisa's Hollow mask was lozenge-shaped with a cross-shaped opening. Kensei's mask resembled a flat hockey face guard, with six slitted eye holes arranged in two columns. It had three extensions on either side which covered the sides and back of his head. Mashiro's Hollow Mask took the form of a hornet or bee. Hachigen's mask strongly resembled a traditional Balinese demon mask, with tusks and protrusions from the top. A row of feather-like spikes also stuck out from the top of the mask, similar to a Native American headdress. Once their masks were donned, the Vizards drew their blades. It was time to strike.

Hiyori slashed her blade down the forehead of one Gillian and then blasted its head off with a Cero, along with two others that had been standing nearby. Kensei unleashed a flurry of punches to another Gillian's mask, making it explode. Another tried to sneak up on him but he stabbed his Zanpakuto into its head, killing it too. Mashiro leaped towards another one and kicked her foot into its face. "Mashiro Ki~~~~~~~ck!" She leaped off that Gillian and unleashed a flurry of kicks to several others. They all collapsed from the blows.

With a mere snap of his fingers, Hachigen had encased the heads of several Gillians within cubes of Kido. "Now, now…I think we're all getting a little overexcited. This isn't a festival, you know. So let's all…quiet down!" He clapped his hands together and the heads of the Gillian were decapitated by his cubes. The heads and the bodies started falling. One of the heads was cut in half, showing Lisa.

"Move it!" she said. "Quit tossin' these great big lugs my way." She flew towards another Gillian. It tried to attack her with a Cero but she slashed it to ribbons.

Rose stood in the air as another Gillian made its way toward him. His sword was pointing toward the Gillian while his sheath was pointing horizontally underneath. "Come along," He said to the Hollow as it got closer. "That's right…Right this way. Slowly does it…closer and closer…until you are a captive to my melody." He moved his fingers like he was composing music and suddenly the Gillian was crushed by powerful waves of sound.

Love went for a more direct and blunt approach, sticking his hands into his enemy's head and proceeding to rip it in half.

"N…no way!" Omade gaped at the display of the Vizards' power.

"This is crazy!" Hitsugaya exclaimed. "They're just so damn strong!"

Ben whistled. "So _that's _what they can do."

Shinji, who had been taking care of some Gillians as well, turned to face Aizen. Their eyes met and Shinji used Shunpo to appear right in front of him. "Like it?" Shinji asked. "Gone and got pretty damn good with these Hollow forms, haven't we…Aizen?" Shinji made his mask disappear. "Time to finish this!" He swung his blade down, aiming to take Aizen out with one slash.

But before his blade could even come in contact, he felt another blade trying to come into contact with his head. It nicked him just as he managed to duck out of the way in time. He quickly backpedaled to face this new opponent: Tosen.

"I missed," Tosen said, glowering.

"Liar," Shinji smirked, indicating a cut on his forehead. "You got me."

"I was trying to chop your head off from the eyes up," Tosen corrected. "That little scratch counts as a miss."

"Is that so, underling?" Shinji taunted.

"It must make you sick," Tosen said. "To know that an underling is going to kill you." Tosen moved in to attack but Komamura appeared, blocking the blade with one of his arm-guards. Tosen was taken aback. "Komamura!"

Komamura simply gave him a look before addressing Shinji. "I'm here to help, masked ones."

"You sure you want to help a bunch of suspicious looking characters like ourselves?" Shinji asked. "Well…not that you're not pretty strange looking yourself."

"You destroyed the Gillians," Komamura said. "That's enough for me! I have decided to fight by your side! I won't accept no for an answer!"

Shinji made a face as he waved his hand. "That's a little much for me. I'm no good with people like this."

Sui-Feng scowled at Komamura's declaration. "Komamura!"

Hitsugaya frowned. "What's he doing, declaring his intentions for everyone to hear? But maybe he's right?"

He turned around to see Harribel behind him, poised to attack. But before she could follow through or Hitsugaya could defend himself, Lisa came down, slamming her blade upon Harribel's. Hiyori appeared at Harribel's side. When Hiyori moved toattack, Harribel pushed herself backwards by several meters. Hitsugaya smiled at the support.

"Looks like there's no time…to worry about whether you're friend or foe," he said.

Hiyori glared at him. "Same here! I don't want to be helping out you Shinigami! But this isn't the time for that now!"

"She's right," Hachigen said as he and Paradox appeared between Baraggan, Sui-Feng and Omaeda. "You don't need a special reason for two groups of strangers to join forces."

"The enemy of my enemy is my friend," Lisa added. "That's all the reason we need."

"Tch," was Sui-Feng's response.

Kensei destroyed a remaining Gillian.

"I was gonna get the last one!" Mashiro whined.

"Shut up!" Kensei snapped as he made his mask dissolve. "I'll give you that big one over there so quit complaining!"

Mashiro looked over at the giant creature that made the Gillians in the first place. "That…big one…" She shot towards it with glee. "Cool! I love you, Kensei!"

"A common enemy," Rose said as he made his own mask dissolve. "They say banding together in the face of a common enemy is humanity's bad habit. But that's wrong. It's not a bad habit but an instinct all living creatures possess. The truth is, the spiritual bond formed in those instances is…" Love suddenly smacked him upside the head. "What was that for, Love?!"

"That discussion is over," Love said. "Quit your posturing and concentrate on what's going on!" He looked at Starrk, not too far away. "Look. He seems pretty strong."

"Are you sure you want to take off your masks?" Starrk asked.

"We're superheroes," Love said with a smile. "So they only last three minutes."

"Superheroes?" Starrk asked. "Funny. Eon said that Tennyson kid was a superhero. And his transformations used to last _ten _minutes."

* * *

Mashiro landed in front of Wonderweiss and underneath his grotesque buddy.

"Mashiroooo!" She leaped up and kicked the creature's underside. "Super Kick!"

The force of the kick was so powerful that the creature erupted, blowing up and spewing that black substance everywhere. Wonderweiss stared up at the carnage, his eyes widening.

* * *

Komamura and Tosen faced each other. "It's the opposite of what happened before," Komamura said, reflecting on the time before Tosen was revealed to be a traitor. "I never thought the time would come when I was protecting someone else from you."

"I knew it would," Tosen said. "I knew someday we would cross swords…and one of us would die. Here I come."

Suddenly a chain wrapped around his blade. Both fighters looked in the direction the chain came from.

"Sorry, Captain Komamura." It was none other than Hisagi, panting heavily and looking a little worn out. "Let me…in on…this fight."

"Hisagi," Tosen said, knowing it was his old lieutenant.

Komamura looked at Hisagi sadly. Like with him, Tosen's betrayal had been really hard on Hisagi. They had vowed to work together to bring him back to the light. But Komamura knew that Hisagi had not fully recovered. He was pushing himself.

"Long time no see, Captain Tosen," Hisagi said. "I want to thank you."

"Aren't you clever," Tosen said. "Is that supposed to be sarcastic?"

"I want to thank you…for your instruction," Hisagi went on. "I will use everything you taught me…to open your eyes and take you back to Soul Society."

"Open my eyes?" Tosen asked. "You? Open my eyes? You never change. Suzumushi!" His sword started vibrating, causing the chain to come loose. He then pulled his blade out. "Hisagi…I thought I told you, those who do not fear are not fit to do battle. You haven't changed at all. There was not so much as a hint of fear in your words."

Hisagi's eyes widened.

* * *

Gin was looking at the remains of Wonderweiss's companion. "Looks like they didn't have any trouble with Hooler. Too bad. He was Wonderweiss's favorite."

Wonderweiss continued staring up at the remains of his companion. It seemed the fact that he had died finally settled in.

"Oooooooaaaahhh!" he cried, opening his mouth to create a Cero. But Mashiro dropped down from the sky, ready to attack. The power of her blow sent Wonderweiss crashing to the city below, smashing the ground. Mashiro landed on top of his smoking and bruised body.

"Yes!" She struck a pose. "Victory!"

Gin chuckled at the sight. "Poor thing."

* * *

Meanwhile, Hitsugaya, Hiyori, Lisa, and Ben were facing Harribel. Ben realized this was not good at all. On the one hand, Harribel was free from being frozen. But on the other hand, she was outnumbered and he didn't know what would happen if they all decided to fight her at once. Or if he could convince his Vizard allies to let her live once the battle started.

"Hey," Hitsugaya said to them. "I want to ask you something."

"What?" Hiyori asked. "Keep it short! And I'm not gonna tell you anymore about us!"

"That's fine," Hitsugaya said. "I have just a favor. I hate to ask this of a complete stranger but… Can you take care of these guys? I want to fight Aizen."

Ben realized that he might have gained an opportunity. Time to seize it while he still had the chance.

Hiyori glared at Hitsugaya. "Huh?! Are you crazy?! What're you talking about?! We came here to kill him too! Besides, you were having trouble with these guys before we got here. How do you think you're gonna take on Aizen?!"

"I'll fight her!" Ben declared.

The Shinigami and the two Vizards turned in surprise towards Ben. But he was focusing on Harribel.

"Ben?" Lisa asked. "Are you sure that's a good idea?"

Ben nodded, not taking his eyes off the Tercera Espada. "I'm sorry but I have to do this alone. Aizen's yours if you want him."

"What the hell are you going on about?!" Hiyori yelled. "Weren't you having trouble too?! You think that just because you got all your aliens that you can tell us what to…"

"Hiyori," Lisa said, causing her fellow Vizard to stop her ranting. Lisa looked back at Ben. "Any particular reason you want this Espada all to yourself?"

Ben still didn't look back at her. "She's different from the others. Please, Lisa. Just trust me on this."

Lisa sighed and gave Ben a look of concern. While she may not have shown it, she had come to see the hero as a friend.

"I understand," She said. "I just hope you know what you're doing." She turned around. "Come on, you two. We're leaving."

"What?!" Hiyori yelled. "Lisa, wha..." But Lisa grabbed Hiyori and pulled her away, the pig-tailed Vizard cursing and swearing as she did. Hitsugaya put one look back at Ben before going off to join them. Once they left, Ben spoke.

"It's you and me now, Harribel" Ben said to the Tercera Espada.

"So it seems," Harribel said, her face wearing its normal impassiveness. "I was merciful to you once. I cannot be so a second time, even though you did spare my subordinates again."

Rather than say anything, Ben activated the Omnitrix without ever taking his eyes off Harribel, turned the dial, and slammed it down. He was engulfed in that familiar green light.

* * *

Hachigen looked over at Sui-Feng. "It's been a long time, Sui-Feng."

Omaeda was shocked by the familiar way this guy was addressing his captain. "Y…you know him?! Why didn't you say so?! Who is this big guy?! Tell m-oof!" Sui-Feng had just hit him in the face with the back of her hand.

"I have no idea," she said hesitantly. "I've never seen him before in my life."

Hachigen closed his eyes sadly. "I thought you might say that. I'm not surprised you don't think well of us."

"Enough of your chatter!" Baraggan shouted at them. "It doesn't matter who you are or what powers you have. Everything is equal before me." He raised his hand. "Come here. I'll turn you to bone and destroy you, too."

"Hachigen!" Paradox shouted. "Now!"

Hachigen clapped his fingers together and a gigantic barrier formed around Baraggan and Paradox. Then more layers started adding to it.

"Are you insane?!" Sui-Feng yelled at him. "You trapped your companion in there! He's going to die!"

"No," Hachigen said, taking Sui-Feng by surprise. "We saw what he can do. That is why Professor Paradox is the perfect person to fight him."

Sui-Feng looked at Hachigen in confusion before looking at the Kido barrier that held the Espada and the stranger. What was it about this Paradox guy that made him ideal for fighting that monster?

* * *

Baraggan laughed as he faced Paradox. "What is this? Your friend trapped you in this barrier with me. Does he believe you can stop me? Or that this Kido will hold me? Does he think Kido doesn't age?"

"Oh the Kido isn't meant for _holding_ you," Paradox said pleasantly. "We just wanted to make sure that nasty ability of yours doesn't hurt anyone else during our battle."

Baraggan laughed. "Such arrogance. You truly believe that you are a match for me?! Who are you?!"

Paradox smiled. "I am Professor Paradox," he twisted the handle of his cane and drew a blade out of it. "And I shall be your opponent."

Baraggan froze. "Professor Paradox?" He trembled. "Professor Paradox?! The man whose power Eon dared say surpassed mine?! You blasphemous being! I will show you and Eon that your power is _nothing_ compared to mine! _Nothing_!_"_

Paradox just smiled. "Well, if that's the way you want it…" He assumed a fencing stance. "_En garde_!"

**End of Chapter**

**Well, everyone. That concludes another chapter of Bleach: Omniverse. What can I say? I am seriously into this story! Next time, it's Ben vs. Harribel and Paradox vs. Baraggan! Can Ben really reach out to Harribel? And is Paradox actually a match for Baraggan? Find out next time in the chapter, Shock of the Queen. See you then!**


	10. Shock of the Queen

**Disclaimer: Ben 10 and Bleach do not belong to me**

**Special thanks to Pyromania101.**

**Shock of the Queen**

Baraggan chuckled deeply before it became a full out bellow. "What fortuitous circumstance is this?" he asked Paradox. "Despite the utter contempt he had for you, Eon did hold you in high regard, Paradox. He claimed that your power surpassed his, which he in turn claimed surpassed _mine_! But both of you are nothing compared to me! I am the God of Hueco Mundo and you puny humans dare claim to have power greater than mine?!"

Paradox sighed. "Do you simply enjoy hearing yourself talk? Or shall we get on with the duel?"

"Duel? Duel!" Baraggan laughed again. "Why should I waste my time simply fighting you when I can age you to dust right now!" He aimed his Respira towards Paradox and the Time Walker was engulfed.

"He's done for!" Sui-Feng cried out.

"It's alright," Hachigen assured her. "Paradox is guaranteed to win this fight."

Baraggan continued laughing. "_This _is the power of the great Professor Paradox? I am truly disappointed. I thought he would at least give me a better challenge than _that. _Oh well." He looked at the Kido entrapping him. "Time to rot this Kido and deal with those other pathetic ants."

"Haven't you forgotten something, Baraggan?"

Baraggan froze when he heard that voice and turned around…only for a blade to come at him. He was forced to dodge. _He_…was forced…to _dodge. _His jaw hung comically open as none other than Professor Paradox stood before him, having just made an attack.

"Impossible!" Baraggan roared. "How are you still alive?! Why haven't you aged to dust?!" Paradox was completely surrounded by the Respira, which was even starting to rot the Kido around them, yet Paradox was completely untouched. "What trickery is this?!"

"Oh, it's no trick, I assure you," Paradox said with a smile. "You see, there's a reason why _I _am your opponent: Your powers have no effect on me."

Baraggan stared at him. "What?"

"Your power over age is not truly remarkable," Paradox said. "Well, outside of this universe anyway. But the reason why your powers have no effect on _me _personally is because…I exist outside of time."

"What did you say?" Baraggan asked. "Did you say... that you exist _outside of time?!"_

"I cannot age, I do not need to eat, I do not need to drink," Paradox went on. "I walk in eternity."

Baraggan began to tremble so badly that his bones were rattling. "NO!" He roared. "There's no such thing as eternity! Eternity is just a meaningless word born out of fear of aging!"

Paradox chuckled now. "Oh, I'm afraid that's where you're wrong, Baraggan. But, considering that your knowledge and understanding is limited by your own arrogance, I'm afraid words will be no more use here." He lunged forward and Baraggan was forced to dodge again. Why didn't Paradox's attack slow down like all the others? He couldn't exist outside of time…nothing could!

* * *

Harribel waited till the flash of green light was over before she attacked. She could have attacked him before or during his transformation but something stayed her hand. Perhaps the fact that he had spared her Fraccion a second time caused her to consider fair play. Perhaps she was curious to see what Ben was actually capable of against her. When the flash of green light faded, her eyes narrowed at the form before her. It looked like a small, anthropomorphic black battery.

"Buzzshock?!" The creature cried in a high-pitched, squeaky voice. "Are you kidding me?! I needed an alien with a little more…power to it!"

"Do you really intend to fight me like that?" Harribel asked, feeling slightly insulted that Ben thought he could face her using such a tiny alien.

"Hey, don't underestimate Buzzshock!" The little alien barked at her. "I'll show you just what I can do!"

Harribel frowned. Rather than make another comment, she raised her blade and prepared to attack. Buzzshock saw this and flew toward the Tercera Espada. Harribel was about to make her move but Buzzshock beat her to it, zapping her with a blast of electricity. Harribel grit her teeth as the blast surged through her body. Buzzshock relented in his attack, reluctant to hurt her too badly. Big mistake as he was suddenly cut in half from her blade. Harribel, her body smoking and her hair slightly frazzled, looked at her split opponent.

"So this form of yours possesses lightning attacks," She said. "Did you think you could beat me simply over an _elemental advantage_? In the end, your own overconfidence was your downfall."

"Guess again!"

Harribel's eyes widened when the two halves of Buzzshock suddenly changed into two completely whole ones. Both giggled gleefully as they faced Harribel.

"So you can duplicate yourself whenever you're cut?" Harribel asked, frowning. "That's a rather useful ability."

"Harribel, listen to me," one of the Buzzshocks pleaded. "I know this might sound weird but I don't really want to fight you."

Harribel looked at him skeptically as she aimed her sword at him. "Cero!"

The Buzzshocks saw her Cero charging up and used their electrical powers to become electricity and dive toward the nearby telephone poles down below. Harribel had to admit that this Buzzshock form was impressive despite his small size and stature. When they tried to go into the poles, they wound up smacking into them and turning back to normal.

"Right…_fake _telephone poles," Prime Buzzshock grumbled, rubbing his head. Feeling a shadow over him, he looked up to see Harribel preparing her next attack. "Uh-oh."

"La Gota!" Harribel fired her water blast at the tiny alien and his clone, who barely had time to dodge as the area they left behind was devastated.

"If I cannot cut you," Harribel said. "I will use other methods."

"Harribel, please!" Prime Buzzshock cried. "Aizen is just using you! You're just a tool for his plans!"

Harribel almost looked bored. "Really? You're honestly attempting to turn me against Aizen-sama. Perhaps I misjudged you, Ben Tennyson."

Buzzshock looked confused. "Huh?"

"I thought you would be different," Harribel said. "But I was wrong!"

She raised her blade and water began to build up above her.

"Uh-oh," Buzzshock said, as he knew what was coming next.

"Cascada!"

* * *

Baraggan drew his Gran Caida, ready to cut Paradox down to size. "I'll show you that no puny ant can stand up to a god!"

"Interesting," Paradox said. "What exactly qualifies you as a god anyway?"

"Aaaaargh!" Baraggan shot forward. "Die, you ant!"

He swung his axe, hoping to end this in one swipe. But when he brought his axe down, Paradox was gone. "What?!" Baraggan screamed in pain as he felt something stabbed into the side of his head, cracking the side of his skull. Angrily he swung to attack but his opponent was gone again. "How…?"

"Looking for me?"

Baraggan turned his head and had to duck as Paradox slashed at him again. "How are you…?"

"Not being affected by your ability to age and slow things out?" Paradox asked. "It's simple really. Just as I am immune to your Respira, I am immune to your other time based techniques as well."

Baraggan howled like a demon, slashing violently only to realize that his opponent was no longer there. He turned back in time to block another thrust from Paradox.

"How are you moving so fast?" Baraggan demanded.

"It's called walking," Paradox said with a smile. "Come now, Baraggan. You have more than just your time powers. You're not completely helpless."

"You fool!" Baraggan fired a Cero but the professor had dodged again. The Cero crashed against the walls of Kido.

* * *

Hachigen grunted in frustration.

"What's wrong?" Sui-Feng asked.

"That Cero is something," Hachigen said. "I might need to add more power to the barrier."

Sui-Feng looked back at the barrier. She'd be lying if she said she wasn't amazed. That professor person was fighting Baraggan without any hindrance like she had. Not only that, but she could tell that he was toying with the Espada. She was both impressed with the professor, and angry at herself for being so useless.

* * *

Buzzshock scrambled to escape from Harribel, trying to figure out what her words meant. Harribel's Cascada flooded all over the place. Buzzshock zoomed away to create some distance between him and that water. Despite the supposed elemental advantage he possessed, it would be game over if he actually got wet. Plus with no sources to draw power from, Buzzshock would eventually run out of juice. But just as he thought he had gotten away, a shadow appeared over him. He looked up to see Harribel looming over him. He whimpered.

But then Harribel cried out when she felt a shock hit her body again. Though she noticed it was not truly hurtful. She looked over her should to see the other Buzzshock clone behind her. She had forgotten about the clone while pursuing Prime Buzzshock.

"You won't defeat me with those weak attacks," Harribel said, aiming her Cero at the clone.

"Yipe!" The clone squeaked. Harribel was about to destroy him when she spotted the Prime Buzzshock appearing beside her. Both Buzzshocks electrocuted her at the same time. While this attack was more damaging than one Buzzshock, it was still pretty weak. Or maybe Harribel was too strong. She glared at Buzzshock in irritation.

"Okay, this isn't working." Both Buzzshock quickly fled before Harribel could finish them off. While he only wanted to incapacitate Harribel, he couldn't do it as Buzzshock. "Time to try something else!" The two Buzzshocks joined into one and he hit the symbol again. In a flash of light, he became a large, muscular yeti alien with a yellow and black color scheme. "Shocksquatch should bring a little more punch, eh?" He landed on top of another building and faced Harribel.

"Judging from your new form's name and colors, I assume this is another electrical one?" Harribel noted. "Eon did admit that you had several aliens who shared electric powers."

Shocksquatch narrowed his eyes at her "Harribel, what were you talking about earlier? What did you misjudge me about, eh?"

Harribel frowned at him. "Eon told us about your many adventures since obtaining the Omnitrix. About how you were willing to help anyone or anything in need. Though you sometimes required coaxing, you were always there when you were needed. He told us how you saved the Highbreed species, sacrificed your original Omnitrix to stop your foe Vilgax, protected aliens from being hunted by the Forever Knights, and how you defeated a _god_ and then chose to sacrifice all that power when you could have instantly rid your entire universe of all evil."

"If you already knew this stuff, why did you ask me those questions, eh?" Shocksquatch asked.

Harribel closed her eyes. "I wanted to see if you really were as heroic and noble as Eon said you were." She opened them again. "But it seems I was wrong if you're willing to say such things about Aizen-sama."

"What?!" Shocksquatch cried. "I'm not lying! Aizen's just using you guys and once he's done with you, he'll just throw you away, eh!"

Shocksquatch fired bolts of electricity at Harribel, who dodged out of the way with Sonido. She appeared above him and fired her Cero. Shocksquatch leaped off the building before it hit and slammed into the pavement below. Quickly picking himself up, he fired more bolts at Harribel but the Espada dodged them with ease. Shocksquatch grunted. Perhaps it would be better if he stopped holding back, went all out, and then apologized to Harribel once she recovered. Better to ask forgiveness than permission.

Harribel moved in for the strike, figuring that Shocksquatch couldn't duplicate himself if he was cut. Realizing this, Shocksquatch's entire body surged with electricity, causing Harribel to hold off her attack.

"I see," she said. "With your body surrounded by electricity, it would be dangerous for me to attack you normally." She raised her sword. "But what would happen if you were to get wet like that?"

Shocksquatch's eyes widened and he dashed on all fours behind a building as Harribel started firing her La Gota. She was right; if he got wet, his electrical powers would short him out and possibly kill him. Which meant that basically he and Harribel were dangerous to each other. Shocksquatch used his incredible agility and leaped up to the rooftop of another building.

"Aizen betrayed Soul Society, didn't he?" Shocksquatch called to Harribel. "Why wouldn't he betray you guys, eh?"

Harribel flew towards him and Shocksquatch fired a blast of lightning out of his mouth **(A/N: True ability**). Harribel dodged the attack and started charging up her Cero. Shocksquatch leaped over to another building as the one he was standing on was destroyed.

"Sure he saved you and the girls from that shark guy," Shocksquatch went on. "But how do you know Aizen didn't send him in the first place, eh?"

Harribel's eyes were wide open.

"For all you know," Shocksquatch added, "Aizen sent that Arrancar so he could save you and have you join his army." He knew that part was a bit of a stretch but considering the things he had heard about Aizen, he wouldn't put it past the guy.

Unfortunately Harribel started firing a barrage of La Gota. Shocksquatch once again leaped down to the city below to dodge the onslaught. But the shockwave from the building getting destroyed caused him to fall face first into the concrete. It didn't kill him but it sure hurt.

"Okay…maybe I shouldn't have said that, eh?" Shocksquatch mumbled to himself.

* * *

Paradox eyed his opponent wearily. The poor fool had suffered no true damage aside from Paradox's previous strike to Baraggan's Espada robes, which were in tatters, and his crown had fallen off during the conflict. It currently lay on the "floor" of the Kido barrier where the Respira reduced it to nothingness.

"I can see that you put so much confidence in your chronokinetic abilities," Paradox said, "That when faced by an opponent that your powers have no effect on, you become placed in a rather precarious predicament."

"Damn you," Baraggan muttered, his mind refusing to accept the fact that there was somebody that could stand against him.

"Personally I'm not fond of taking lives," Paradox said, lowering his blade. "I won't hold it against you if you surrender."

"Surrender…_Surrender_!" Baraggan yelled. "You think that an ant like you can make me surrender?! Unforgivable! Unforgivable!"

Paradox sighed. "Very well, then. Let us continue the duel."

* * *

Shocksquatch was still running, hiding behind buildings as Harribel continued her La Gota barrage. This was bad, very bad. If she kept this up, she would either hit him or fill this whole place with enough water. Shocksquatch knew that he would have to get to higher ground but that would leave him out in the open. He looked up and his jaw dropped when he saw Harribel preparing her Cascada attack again. He had to get to higher ground now!

Harribel unleashed the torrent of water upon the fake town. It was like the sky had opened the flood gates, water splashing everywhere. She looked around for any sign of Shocksquatch, wondering if she had gotten him with her attack or if he was still hiding.

Hearing the sound of electricity, Harribel turned to see a blast of lightning coming at her but she quickly dodged. She faced Shocksquatch, who had managed to get himself on another building in time.

"I didn't mean to upset you, Harribel, but that's just the kind of person Aizen is, eh," Shocksquatch said.

Harribel simply gave him that emotionless look. Shocksquatch sighed as he got back to dodging with Harribel in pursuit. Knowing that he couldn't keep running, Shocksquatch began building up electricity before unleashing a massive electric blast upon his adversary. Unfortunately she used her Sonido to dodge the attack. Shocksquatch fired a bolt of lightning from his mouth but she dodged that attack as well. Shocksquatch grunted in annoyance. Using electricity wasn't a _completely _bad idea but as long as Harribel could fly and had that Sonido move, she had him at a disadvantage. Well if that was the case, then it was time for him to take the fight to her. He slammed the dial on his chest again and transformed into AmpFibian.

"How interesting," Harribel said upon gazing at this new form. "The shark versus the jellyfish."

* * *

Baraggan slashed wildly now, trying to split Paradox in half. But no matter what he did, he couldn't land a hit on the frustrating Time Walker.

"Hold still you little ant!" Baraggan yelled, swinging his axe in all directions just to chop down Paradox.

Suddenly he felt his left arm being slashed off from his body. He gazed in horror as the limb fell into his own Respira and was reduced to dust. "You bastard!"

"I see that you are vulnerable to your own powers," Paradox noted, raising his blade again. "Perhaps you too fear death as well?"

"Die, you ant!" Baraggan yelled swinging his blade. Paradox moved back with incredible speed, almost like…"How can you use Sonido?"

"It's not Sonido," Paradox said as he swung his blade again.

* * *

Outside the Kido barrier, Sui-Feng, Omaeda, and Hachigen watched anxiously.

"Did you see that?!" Omaeda exclaimed. "He cut the creep's arm off. He's winning!"

"What is he waiting for?" Sui-Feng asked, though she felt a hint of satisfaction at seeing the arrogant Arrancar being put in his place. "That man should hurry up and end this."

"There is a difference between the good professor and you, Captain Sui-Feng," Hachigen said cryptically as he focused on maintaining the barrier. _You'd better hurry, Professor. The Respira will eat through the barrier eventually. Whatever you plan on doing, you'd better do it soon._

* * *

AmpFibian and Harribel charged at each other. AmpFibian's tentacles crackled with electricity while water started building around the tip of Harribel's blade. AmpFibian fired bolts of electricity at Harribel but she dodged and appeared to the side of him. She was about to attack but AmpFibian went intangible and her blade went right through him. Harribel was surprised but quickly made some distance between herself and AmpFibian in case he tried to attack her.

"How resourceful," she complimented.

"Thanks," AmpFibian said.

* * *

When Baraggan raised his axe for another attack, Paradox was suddenly beside him and proceeded to cut one of his legs off. Despite not really standing on anything, the loss of his limb caused the Espada to stumble in the air.

"You ant! You bastard!" Baraggan wailed, fear and anger starting to drive him mad. Never before had anyone, not even Aizen, made him feel so outclassed.

"I have disarmed you both figuratively and literally," Paradox said, lowering his blade once more. "Luckily you're a skeleton or else I would have regretted doing that deeply. It doesn't have to be this way, Baraggan. We can end this now."

"Do you think I would surrender to a mere ant?!" Baraggan roared. "I'll kill you! I'll kill you!"

Paradox looked at Baraggan with a bit of sadness. "Then I have no choice." He raised his blade again. "Time to end this."

"No!" Baraggan yelled. "Nooooooooo!"

Paradox found himself flung back by the rise in Baraggan's reiatsu and smacked into the edge of the barrier as Respira started gathering. While it had no effect on the good professor, he couldn't say the same for the barrier.

* * *

Hachigen grunted again.

"What is it?"Sui-Feng asked.

"He's putting more power into that aging attack," Hachigen told her. "At this rate, it will corrode the barriers. And I've already put so much power into it."

But it was too late. At the rate Baraggan was unleashing the Respira, Hachigen knew that it would be too much of a strain on him if he tried to strengthen the barrier anymore.

"Get away!" He yelled to Sui-Feng and Omaeda. "Create as much distance as you can!"

Having just lost her arm to the Respira, Sui-Feng didn't need to be told twice. She took off immediately after Hachigen warned her. Omaeda was caught off guard by the disappearance of his captain but he quickly followed. Hachigen started making some distance between himself and the barrier, hoping to at least delay the Respira and buy Paradox whatever time he needed to finish Baraggan off.

But the Respira, fueled by Baraggan's will and rage, started crumbling the barrier to pieces. Hachigen hurried to get as far away from that miasma as possible. He looked up to see Baraggan emerge. He was missing an arm, judging from what the Vizard could tell, and he was cackling insanely.

"Yes!" Baraggan laughed. "Die all you miserable ants! None of you are above me! I am the God of Hueco Mundo, Luisenbarn Baraggan!"

Sui-Feng and Omaeda hurried as fast as they could to avoid being aged to dust. Hachigen didn't know what became of Paradox and started focusing on escaping while he still had some distance.

"So puny!" Baraggan ranted. "Shinigami, Humans, Hollows, Arrancar, their respective differences, quarrels, will, freedom, beasts, plants, the moon, the stars, the sun, all are beneath my contempt. In this world, my power alone is absolute. All other things are equal in their puniness. I possess the supreme power! This world should be under _my_ rule! Equality cannot be born amidst opposing forces. Behold, in my cavernous eyes, your lives and those of ants are exactly the same!"

"Actually I could give you a wonderful lecture on just what ants are capable of, but I'm afraid I don't have that sort of time."

Baraggan turned his head and was slugged right across the face. The force of the blow and his own surprise caused the so-called "god" to stumble backwards. He looked to face his attacker…and froze when he saw it was none other than Professor Paradox, completely unharmed.

"No!" Baraggan yelled. He was suddenly struck with a force he'd never felt before, not even when around Aizen. Fear. Pure fear and sheer terror. "It's not possible! My power is absolute!"

Paradox shook his head. "It is useless to argue with you," he readied his blade. "I was hoping to avoid this but it seems I have no other option. It's over, Baraggan."

Fear began to cloud Baraggan's judgment. He might have still had a chance to win this but due to his own arrogance, he was overcome with fear due to facing an opponent whose powers truly did surpass his. Baraggan was a victim of his own mind. He was going to die and fail to achieve what he desired ever since that fateful day when Aizen first came to Las Noches. _His _palace. _His _kingdom. _His _realm!

If he was going to die, then he would take that bastard Aizen with him! In a last ditch effort, Baraggan turned to face Aizen, who was simply standing nonchalantly in mid-air, and threw his Gran Caida with all his might. At that exact moment, Paradox had decapitated Baraggan with one quick slash. Baraggan's mind didn't have time to acknowledge this, simply looking at Aizen as his head fell to the city below. The axe spun towards Aizen with great speed. The traitor turned to look at the incoming attack and did not move. Just as the axe was about to connect, a barrier appeared between it and Aizen, blocking the attack effectively. With that, the axe fell to the ground just like its owner's head.

Paradox sheathed his cane sword as the rest of the former "god" fell to the town below. "You left me no choice, Baraggan. For what it's worth, I do regret it."

* * *

Starrk and Harribel both felt Baraggan's death. Harribel was not overly concerned. She and Baraggan had mutual contempt towards each other. Plus his complete and utter disrespect towards Aizen. He would not be missed.

"Number 2 dies and no one says a word?" Starrk asked. "How depressing." He looked over at his two opponents, Love and Rose, who were currently lying in the dirt below. "But we aren't the type that fights to avenge each other."

Love flipped onto his feet. Starrk had proved to a tougher opponent than he thought. "Hey! Get out here, Rose! Paradox and Hacchi did it."

Rose's hand shot out of the rubble but an annoyed Love reached into the pile and pulled Rose out by his hair.

"Man you're annoying," Love said. "Quit stalling and get out here."

"I'm gonna lose my hair!" Rose whined as he was pulled out. "There's an art to emerging from rubble, you know!"

"Oh, really?" Love asked, uninterested. "Next time make it an art not to get buried in rubble." He looked over at Paradox and Hacchi. "You guys did it. And that was a pretty tough looking opponent too."

"Yeah," Rose agreed.

"But I want to finish up here first if at all possible," Love went on.

"Why's that?" Rose asked.

"You know why," Love told him. "After they lose one of their buddies, it becomes a battle of revenge."

"You think so?" Rose asked, looking up at Starrk. "He doesn't really seem like the type."

"He's scary because he doesn't seem like the type," Love explained. "There isn't anyone that doesn't feel something when their buddy dies. If they get demoralized, then you exploit that. If they get enraged, then you beat them before they can go crazy. Either way…" He jumped at Starrk, unsheathing his blade. "Victory comes to those that strike first!"

Starrk simply stood there, not even acknowledging Love's presence.

"Smash! Tengumaru!"

Love's Zanpakuto transformed into a colossal club with spikes jutting out from various angles, giving it the appearance of a really large cactus. Love raised his huge weapon.

Starrk finally turned around to face Love and started firing Cero as Love started bringing his weapon down. Much to his surprise, the Cero did nothing.

"As if something like that would work!" Love taunted as he brought his weapon down. Starrk managed to get away though, leaving Love to smash through a building Starrk had been near. "Like I'm gonna let you get away!"

Starrk was unable to defend himself as Love appeared beside him and batted him away. The blow sent Starrk crashing to the ground below. Love twirled Tengumaru over his head, waiting for Starrk's next move. _His movements are slower than before. So he's the type that gets demoralized, huh?_

* * *

Starrk rubbed his head from the blow he had just been dealt as he lay among the rubble. "Owww."

"Starrk!" Lilynette screamed from his right hand gun. "Starrk! What're you just lying around for?! Isn't this a battle of revenge?! How pathetic!"

"I said I'm not the type, didn't I?" Starrk replied. "I give up. Aizen-sama doesn't have any intention of helping us. Those guys are strong." He rolled over on his side. "I get it, I'm done. Even if we keep fighting like this, somebody else is probably gonna die. I get it, so let's go home and get some sleep."

"Starrrk!" Lilynette yelled. "You're such a moron, Starrk! You're the Primera, have some sense of your position! And you've just been putting up a front and haven't even tried to take this seriously! Why do you think that Aizen made you number one?! Because he believes in your power, right!? If you don't want to lose any more of your comrades then the only thing to do is fight!"

"Actually…there are alternative methods to fighting."

Starrrk turned his head to see Paradox standing beside him, a warm smile on his face.

"You!" Lilynette shouted. "You killed Baraggan!"

"Not by choice, I can assure you," Paradox said softly.

"So…have you come to fight me now?" Starrk asked tiredly.

Paradox smiled again. "Actually, Starrk, I would like to simply have a conversation with you."

Starrk simply stared up at the professor, wondering what this man could possibly want to talk about.

* * *

"Whoa," Gin said, having seen the fight between Paradox and Baraggan while he was fighting Shinji. "That guy took out Baraggan. He must be pretty good."

Aizen did not give a response, simply watching all the other fights take place. With Baraggan dead and Starrk seemingly incapacitated, his eyes wandered over to the fight between Harribel and Ben.

* * *

Needless to say, Harribel and Ben were at a stalemate. Harribel kept dodging AmpFibian's attacks while AmpFibian's intangibility prevented her from harming him. AmpFibian wondered if he should try wrapping this up. He didn't know when he would turn back to normal. He could stay in his alien forms for an indefinite time and rotating his aliens a few times wouldn't time it out, but he didn't know if the Omnitrix might suddenly enter recharge mode during this battle.

Harribel herself found this battle to be frustrating. Not only could she not harm Ben Tennyson, she had to avoid getting hit by him. The best she could hope for was to wait for an opening to appear. All the while, the boy continued on with his talk of Aizen-sama betraying her and her girls.

"Harribel, I'm begging you!" AmpFibian pleaded. "Aizen isn't who you think he is."

Harribel simply gave him that emotionless look. "What do you hope to achieve from this ploy?"

AmpFibian sighed. "You're a good person and I don't want you to die serving a faker like Aizen."

Harribel was genuinely surprised by his answer. "A good person? Why would you see me as a good person? My kind feeds upon yours. No doubt your Shinigami allies have told you we are heartless monsters."

AmpFibian shook his head. "I don't think you're heartless _or_ a monster."

Harribel closed her eyes. "Hollows don't have hearts. That is what our holes are meant to represent."

"I don't see a hole," AmpFibian argued. "And even if you do have one, that doesn't mean anything. If you didn't have a heart, you wouldn't care about your subordinates like you do. If you didn't have a heart, would you have gathered them together to protect themselves from male Hollows? Would you have joined Aizen simply so you could have the power to protect them? And would you have spared me the first time we met?"

Harribel opened her mouth to counter his statement but found herself unable to come up with an argument. Because…the boy was right. He was absolutely right.

"That's why I see you as a good person," AmpFibian went on. "_That's _why I don't want you to die."

"I see," Harribel said, regarding him with an unreadable expression. "Is that why you chose to spare my subordinates?"

"Yeah," AmpFibian said, remembering what the girls said about Harribel back in Hueco Mundo. "They're not exactly friendly, but they care about you just as much as you care about them."

Harribel nodded. "It's a pity that we did not meet under different circumstances. Perhaps we could have been allies." She raised her blade. "This is not your war and you _did_ spare Apacci and the others. Leave now while you still have the chance."

AmpFibian shook his head. "No can do. I can't just run away knowing so many lives are on the line. Besides, I'm gonna stay here and open your eyes!" His tentacles started cracking with power.

"Then this move will be the one to end it!" Harribel said as she started gathering water around.

"Just watch me, Harribel!" AmpFibian cried. "I'll show you what Aizen's really like! And I'll make sure that you and your girls get to live!"

Harribel unleashed a torrent of water the same time AmpFibian unleashed the biggest electrical blast he could produce. The attacks collided, creating a massive explosion of water, electricity. Everyone had turned their heads to see what was going on.

"Was that Ben?" Rose asked.

"Most likely," Love said. "Saw him tangling with that woman Arrancar. I hope he's alright." Love looked over. "Speaking of Arrancar, where'd that guy go anyway?"

* * *

Ben winced as he felt his shoulder hit the hard rooftop floor. That was it, his attack had caused the Omnitrix to time out and now he was back to normal. He felt so tired right now and a little fearful. He looked around for any sign of Harribel. Their colliding attacks had filled the area with smoke. Or maybe it was steam. As it cleared, Ben could see Harribel standing in the air. She looked frazzled and singed but still standing. Ben groaned.

_What can I possibly use to beat her? Gravattack? NRG? Swampfire? Maybe I should have tried rotating my aliens instead. _Ben thought frantically as Harribel focused her attention on him. _I really should have beat her first, then explained everything._

"Are you through already?" Harribel asked.

Ben mentally ran through his list of aliens to see what would be best to use. But then, would Harribel even give him the chance to transform or would she cut him down the moment he tried to activate the Omnitrix? He was out of options and out of time. There was only one thing left to do.

Ironically, Harribel _was_ prepared to attack the moment Ben activated his Omnitrix. But what he did next completely caught her off guard. Ben stood with his feet firmly planted and his arms spread apart.

"What are you doing?" she asked.

"You remember what I said about putting my life on the line?" Ben asked her. "I'm willing to put it on the line so you can see the truth."

Harribel's eyes widened at Ben's declaration. "You're willing to go that far?"

"I am," Ben said without a moment of hesitation.

Harribel frowned. "I could kill you before you have a chance to even activate your Omnitrix."

"I know," Ben replied casually which irritated Harribel. He noticed her hesitation and hoped it was a sign that he was getting through. "Please, Harribel. Just listen to me, that's all I ask."

Harribel could not believe this boy. Was he truly willing to sacrifice his own life for her sake? He couldn't be lying could he?

"Please?" Ben said again.

Harribel felt herself lowering Tiburon. Somehow she knew that the boy wasn't lying. He was putting himself completely at her mercy. He truly saw her as a good person that he wanted to save.

* * *

Aizen continued watching this scene before looking back over at Gin, who was still fighting Shinji. "Enough, Gin."

Gin stopped to look over at Aizen.

"Let us put an end to this," Aizen said.

"The hell?" Shinji wondered.

* * *

Aizen suddenly disappeared from where he had been standing and appeared right next to Harribel. Ben's eyes widened.

"Aizen…sama," Harribel was surprised to see her leader here. Aizen just smiled at her…before suddenly slashing Harribel across her abdomen. Harribel felt the world crashing down around her. "Wha…"

"You are no longer of any use to me," Aizen said, still smiling at her.

Ben felt his blood freeze over. "Harribel!" He glared at Aizen. "You…!"

Aizen sheathed his sword again. "Ben Tennyson. Eon told me that you had made friends out of enemies but I never imagined you would try that on one of my Espada."

Harribel couldn't believe it. Ben Tennyson was right! Aizen _was_ just using her! She _was _just a tool to him! "_Aizen_!" she screamed. Aizen turned to face her in time to receive Tiburon right through the chest. But Harribel had little time to celebrate her victory when…

"Harribel!" Ben cried. "Look out!"

Harribel felt a blade pierce her through her back. She turned her head to see Aizen standing behind her. She then realized what had happened. Aizen had used Kyoka Suigetsu to make her pierce an illusion. She glared at Aizen with all the hatred she could muster.

"That's twice now you've made me swing my sword," Aizen then proceeded to pull his sword out, flicking her blood on his blade off to the side. Aizen resheathed his sword as Harribel started falling.

Aizen was aware of a flash of green light and turned to see Astrodactyl soaring down towards Harribel. The hero managed to catch her before she hit the ground and carried her as far away from Aizen as he could. He gently placed her on a rooftop and turned back to normal. Those wounds were bad, possibly fatal. Harribel weakly turned her head to face him.

"Ben…Tennyson?" she asked.

Ben nodded. "Don't talk," He choked out. "I'll go get help."

"You…were right…all along," Harribel managed to get out in between breaths. "I'm…sorry."

"It's alright," Ben said frantically. "Guys!" He called to the Shinigami scattered around. "Help! Please, she needs help!"

The Shinigami were taken aback by Ben's pleading. Yamamoto watched the scene though due to his eyes being closed, or extremely narrowed. Nobody could tell what he was thinking.

"Ben…Tennyson," Harribel said weakly. "I know…I have no…right to ask this…of you. But…Apacci, Sung-Sun, Mila Rose…please take…care of them…for me."

Ben was starting to panic now. "Don't talk like that. You're gonna be okay."

"And please promise…not to let…Aizen win," Harribel added.

"I promise! Just hang in there!" Ben urged her.

Harribel gave a soft smile. "Thank…you." And her eyes closed.

"Nooooo!" Ben cried. He looked back at the Shinigami, his eyes starting to water. "Please! Help her, dammit!" He knew he cursed but at the moment he didn't care. "Don't let her die!"

Just then Ben felt a hand on his shoulder. He turned, ready to lash out, only to see that it was Hachigen. He looked into Ben's pain-filled eyes and gave the boy a reassuring pat.

"Whatever your reasons for this," Hachigen said softly. "I will respect them." He got down and created a barrier around Harribel. "I won't let her die."

Ben smiled weakly as the tears started falling down his face. "Thanks, Hachigen."

"What are you doing, Hachigen?" Sui-Feng called to him. "She's the enemy!"

"Shut up!" Ben yelled, causing Sui-Feng's eyes to widen in fury and shock. Even the other captains and Vizards were surprised by his outburst. "She was being used by Aizen just like all of you were so I don't wanna hear it!"

"You can't talk to Captain Sui-Feng like that!" Omaeda yelled angrily.

"I don't care who she is!" Ben retorted, causing Omaeda's jaw to drop as the fat lieutenant sputtered incoherently. Ben looked over at Hachigen. "Hachigen, there are three Arrancar girls lying on another rooftop." He looked around and pointed to the one he had left Apacci, Mila Rose, and Sung-Sun on. "They're Harribel's subordinates. Could you take her to them and look after all of them for me?"

Hachigen nodded. "Of course, Ben." He said to the boy.

Ben glared at all the Shinigami. "And if any of you so much as lays a _finger _on any of them, I'll bring you down myself."

While the captains were completely put-off, the Vizards felt uneasy. They had never seen Ben like this before. None of them were sure what Ben's deal was with the female Espada but seeing her cut down like that really set him off.

"How strange."

Ben turned his hate filled glare at the man responsible for this whole thing: Aizen.

"You show compassion for an enemy and then threaten your own allies," Aizen said with that infuriating smile on his face. "What an interesting hero you are."

Ben grit his teeth as his whole body trembled in anger. "Aizen, just shut up 'cause I am_ sick_ of hearing your voice."

"Ooh, someone's in a bad mood," Gin said tauntingly. Ben fixed a glare on him now.

Aizen focused his smile towards all of his gathered foes. "Now then…shall we begin? Ben Tennyson, Members of the Gotei 13, and you botched Pseudo-Arrancar?"

So this was it. Aizen had finally entered the battlefield. Ben readied himself. He had told Aizen he was going down and he promised Harribel that he wouldn't let Aizen win.

And he intended to keep that promise. Ben activated the Omnitrix and as its familiar "Beep" reached his ears, he prepared to stop Aizen once and for all.

**End of Chapter**

**And so ends Shock of the Queen. I realized now that I wound up making it a pun title. It was meant to represent Harribel's shock at being betrayed by Aizen but then I realized that it could also refer to Ben using electric aliens. I know this chapter was probably my shortest one but since it mainly focused on two fights, it probably wasn't going to be long to being with.**

**I hope you guys liked the Paradox vs. Baraggan battle. I understand if you any of you guys didn't find it exciting. I personally believe that Baraggan took so much pride with his time powers, he didn't know what to do when faced with someone it**_**couldn't **_**effect, he was near helpless. But then again, Paradox has a much greater variety of time powers so Baraggan probably couldn't have done much to him regardless. As for Ben and Harribel, it probably wasn't that exciting since Ben was focusing on reaching out to her, but I'm sure you guys will really like the battles ahead.**

**I know we haven't seen a lot of new aliens lately but given how powerful Ben's opponents are, his options are severely limited. But I still have some surprises up my sleeve that I think you will enjoy.**

**Next time: The battle with Aizen begins. Does Ben hold the key to victory? And when will Ichigo get here? Find out next time in Inferno. See you then!**


	11. Inferno

**Disclaimer: Ben 10 and Bleach do not belong to me**

**Special thanks to Kamen Rider Chrome and Pyromania101.**

**Inferno**

Ben was furious when he activated the Omnitrix and it took a lot to make him this mad. First there was Vilgax, and then Aggregor, and now here was Aizen. Ben didn't want to _fight_ Aizen, he wanted to give the guy a _beatdown_! Ben was going all out and he knew just what to turn into.

When the green flash ended, Ben had transformed into Gravattack. Using his power over gravity, Gravattack made himself levitate and join the gathered captains and Vizards for the final battle.

Shinji eyed his ally warily. Ben was angry and vulnerable. Aizen specialized in getting into people's heads and blinding them with high emotions. Ben was the only one present who had not seen Kyoka Suigetsu which made him a potential trump card. Shinji had to make sure that Ben's emotions didn't cloud his judgment.

Just then an explosion erupted behind Aizen. Shinji noticed that Kensei and Mashiro weren't here and neither was that weird kid-like Arrancar. He figured that explosion might have been them battling or something. He would have to worry about that later. Right now, Aizen needed to be dealt with.

"Don't approach him carelessly," Shinji warned. "It's that ability of his. If you approach him without thinking, that'll be the end of you."

"We know," Hiyori said with a tense tone in her voice.

"You idiot," Shinji snapped at her. "That was directed at _you." _'Course it was also meant for Ben but Shinji didn't bother to add that.

"Such kind words," an amused Aizen said. "Just what I'd expect from you, _Captain _Hirako."

Hiyori flinched when he said that.

"Hiyori!" Shinji warned her.

Gravattack realized that Aizen was taunting the Vizards about when they used to be part of the Gotei 13. He gritted his teeth angrily. He was hating this Aizen guy more and more.

"However," Aizen went on. "This whole 'It's over if you approach him carelessly' business sounds rather funny. It doesn't matter if you approach me carelessly or whether you approach me with caution. Or even if you don't approach me at all. All of the outcomes will be the same."

_Ugh, he sounds just like Aggregor, _Gravattack groaned. He agreed with Paradox about this guy loving the sound of his own voice.

"I'm not talking about the future," Aizen added. "Your demise will be due to those events of the past from which you already have no way of escaping."

Now Rose and Love were getting tense. Shinji sensed it. "He's baiting you! Don't fall for it!"

"What do you have to be afraid of?" Aizen asked. "You already died…on that night 100 years ago."

Finally Hiyori snapped and lunged toward Aizen.

"Hiyori!" Shinji cried but it was too late.

Hiyori raised her blade, hoping to cut Aizen in two. But then she felt something. Something strange. Something wrong. Hiyori looked behind her…and saw her lower half in mid-air. She looked over at Gin Ichimaru, who was now holding a long blade in his hand. He had been the one to cut her down.

"One up," Gin said with a smile. "And one down."

The rest of Hiyori started falling.

"Hiyori!" Shinji cried. He ran off to catch Hiyori before she fell.

That was it. Oh that was _it! _Seeing Harribel cut down had already set Ben off. But seeing one of his friends provoked and then cut in half…Ben exploded!

"That does it!" Gravattack bellowed, drawing everyone's attention onto him. He pointed at Gin. "I'm taking you down first, then I'm dealing with Aizen!"

Gin just smiled. "Oh, my. So scary."

Gravattack grinned darkly at him. "Be afraid. Be _very_ afraid." He raised his hand toward Gin and suddenly his body was surrounded by a white aura. Gin looked at him curiously before realizing his body was covered in the same aura.

"What the…"

"The name's Gravattack," Gravattack said. "Wanna know why?"

Gin's smile fell when he realized what Gravattack was implying. "Oh shi…"

That's all he got out before Gravattack lowered his hands and Gin slammed into the ground at high speed. Everyone, including Aizen, was taken off guard by this. Gravattack looked towards Aizen now and raised his hands. By the time the traitorous Shinigami realized he was covered in the same aura, it was too late. Gravattack made a pushing motion and Aizen was shot backwards, tearing through several buildings in the process.

The captains and Vizards all stared at Gravattack in shock and awe but the Galilean only faced the direction Aizen had flown back.

"Whoa…" Shinji whispered, having seen what Gravattack had done while cradling Hiyori's upper half in his arms.

"S…Sorry…Shinji," Hiyori said weakly, drawing Shinji's attention. She gave him a small smile. "I…just couldn't take it."

Shinji's eyes widened. He couldn't let her die like this. "Hachi!" Then he realized that Hachigen had gone to heal that Harribel woman. He quickly went over to Hiyori's…lower half and carried them over to Hachigen, who was standing over a barrier that had Harribel and her girls inside. Hachigen turned around to see who it was and his eyes widened upon seeing Hiyori.

"Oh my!" he gasped.

"Hachi," Shinji said. "Sorry to trouble you when you're already healing someone but look after Hiyori. Do what it takes to keep her alive. At least till Ichigo gets here."

"Understood," Hacchi said as he made an opening in his barrier which Shinji gently placed both halves of Hiyori into the barrier and shot over to where Gravattack and the others were.

"This gives us time to come up with a strategy," Shinji said to the others.

"Is Hiyori okay?" Gravattack asked.

"Hachigen will keep her alive," Shinji said, not directly answering Gravattack's question.

"Maybe Gravattack can just hold Aizen in place while we finish him off," Love suggested.

"I wouldn't mind if Ben knocked him around a bit more," Lisa added.

"We could just let Gravattack handle this on his own," Kyoraku said jokingly, earning a kick from Lisa.

"I could always create a black hole and send him into it," Gravattack offered, causing everyone to look at him with wide-eyed horror.

"You can do that?!" Hitsugaya exclaimed.

"Well…" Gravattack replied sheepishly. "I don't know if I _can _do that but it would be cool if I did." Everyone "fell" anime style in the air.

"Still, Gravattack's pretty useful since you can hurt Aizen without needing to touch him," Rose said.

"How come you never used this transformation before?" Sui-Feng asked in irritation. "It certainly would have made things easier."

Gravattack shrugged. "Hey, I'm only human." He noticed the looks on everyone's face. "Sort of."

"That was impressive."

Everyone turned to see Aizen walking towards them. His clothes were dirtied from his little experience but aside from that, he looked relatively unharmed. Gravattack snarled at him.

"It seems I underestimated what you were capable of, Ben Tennyson," Aizen complimented him. "That Omnitrix and the aliens it holds is truly a powerful weapon. Amazing how such a device was created with pacifistic intentions."

Gravattack didn't bother with a retort but instead focused his gravity powers on Aizen again. Aizen smiled and suddenly Gravatacck felt a crushing pressure on him as well. Gravattack didn't know if Aizen had some sort of gravity manipulation ability (at the moment he wouldn't be surprised if the guy did) but the Galilean struggled against it, focusing his own power on Aizen.

Shinji knew immediately what was happening. Gravattack was trying to use his gravity powers and Aizen was using his own reiatsu is a similar, counter-balancing manner. The two were at a stalemate with each other and Shinji had a feeling that he had to intervene before some sort of backlash took place. Besides, Ben was still pretty angry and even with an alien like Gravattack he was too vulnerable to Aizen's machinations.

"Aizen!" he yelled, drawing the two's attention over to him as he unsheathed his sword. "I'll take you on myself. Leave Ben alone and fight me."

Aizen noticed the look in Shinji's eyes and smiled. "Very well, I shall take you on with my sword."

"Ben!" Shinji called to him. "Leave this to me!"

Gravattack glared at him, the stress of Aizen's reiatsu pressing down on him. He looked over at Aizen, who looked back at him in turn.

"I'll release my power if you release yours."

As much as Gravattack wanted to argue against this he knew that he would have to relent. Shinji wasn't the only thing thinking about the potential backlash and reluctantly released his hold over Aizen. Surprisingly Aizen did the same. For the time being, Gravattack would have to wait for an opening. Aizen gave Shinji his full attention.

Meanwhile, Gravattack's attention was drawn over to the side. He could see Komamura's giant appear towering over that Tosen guy. It looked like the fight was going there too. Gravattack wanted to help but he had a feeling that with a big creature like that, Komamura had the fight well in the bag. He decided to focus on Aizen and Shinji's battle as Aizen started drawing his sword.

"Finally drew your sword, huh?" Shinji asked. "You're quite a slacker. Scared?"

Aizen simply ignored Shinji as he fully drew his sword.

"Don't ignore me," Shinji said. "No matter how strong you say you've gotten, you must have some misgivings. You said it yourself 100 years ago. I didn't open my heart to you, I didn't give you any information, and I didn't try to get to know you. As a result…you know nothing of my Zanpakuto's abilities. Just to let you know, Aizen, if you believe that your Kyoka Suigetsu is the only Zanpakuto capable of completely controlling a person's senses, you're dead wrong. Collapse! Sakanade!"

Gravattack frowned at Shinji's words. He had been told about Aizen's Zanpakuto and how it could control a person's senses to make extremely realistic illusions. Not only that, but the illusions stayed as long as Aizen wished them to. Okay, that was really messed up. But, he was told that only people who saw Kyoka Suigetsu released fell victim to the illusion. Which meant it wouldn't work on him…for now.

He took a look at Shinji's sword and how it had changed. The pommel had become a large ring that allowed Sakanade to rotate around Shinji's hand without him actually gripping any part of the Zanpakuto. The first few inches of the blade were covered by an extension of the cross-guard. Sakanade's blade was straight and slim, with the tip ending in a slanted razor-like edge instead of being tapered to a point. There were five holes along the sword's length.

"What an interesting looking sword," Aizen said.

"Oh, stop," Shinji joked. "I'm not gonna let you borrow it."

"Although," Aizen said. "I don't feel as if anything has particularly changed. Perhaps I heard you wrong when you said it "controls the senses"?"

"What are you talking about?" Shinji asked. "It's changing already."

Aizen's eyes narrowed, wondering what the Vizard was talking about.

"Hmmmm?" Shinji looked around in a mock curious way. "Whaaat's this…?" He looked at Aizen. "Isn't that a lovely smell?"

Aizen's eyes widened. He hadn't noticed it before but there had been an unusual smell the moment Shinji started spinning his sword.

Shinji smirked at him. "Holding your breath won't do you any good at this point. Welcome…" An upside Shinji said, standing before an upside down Karakura Town. "To the Inverted World." He took delight in seeing Aizen's eyes widen and then narrow. "This is Sakanade's power. It reverses the opponent's senses of up and down and left and right. It's similar to one of those falling block puzzle traps. Neat, huh? Well…I don't suppose you play games or anything…right?" And with that, he shot toward Aizen.

"Interesting indeed," Aizen complimented as Shinji came towards him. "Everything is backwards. Up and down, left and right," He turned around…where Shinji suddenly was. "And front and back as well."

Shinji's eyes widened.

"Did you think that I wouldn't notice?" Aizen asked as he blocked Shinji's blade. But suddenly he felt something slash his right arm, drawing blood. His eyes widened.

"Apparently you _didn't _notice," Shinji taunted. "Left and right, up and down, front and back are all reversed. But at the same time your vision as well as the direction you're cut from are also reversed."

Aizen looked back at Shinji, seeing that he was upside down again. At least in his vision.

"Can you fight when up and down, left and right, front and back, and the direction you take damage from are all mixed up in your head?" Shinji asked. "No you can't. Nobody can. The stronger you are, the more used you are to combat…" He charged at Aizen again. "The more likely your body is to react only to what you see!"

But Aizen was suddenly behind him. "Oh? And here I was intrigued. But it's nothing more than an optical illusion."

Shinji felt a slash down his back as blood started flying.

"It's vastly different from my power, which controls all of the five senses," Aizen said, looking back at Shinji. "Your power is nothing once your opponent grows accustomed to it. It's a child's game, Hirako Shinji."

Shinji glared at him.

Suddenly Aizen found himself encased in Gravattack's aura again. The former captain was unable to defend himself as Gravattack made him spin in place wildly.

"Spin to win!" Gravattack joked. "Around and around he goes, where he stops, nobody knows! Now, Shinji!"

Shinji nodded and lunged at Aizen again and slashed. Spinning wildly and completely disoriented, Aizen was forced to block. But he had forgotten about the inverted world and received a slash wound on his back. Aizen scowled.

"Looks like you're still vulnerable if you're dizzy," Shinji grinned at Aizen. He waved at Gravattack. "Thanks for the help, Ben!"

"I see," Aizen said, looking over at Gravattack. "You've managed to catch me off guard twice now. You truly are impressive. Or rather…the form you've chosen is the impressive one."

Gravattack readied himself for whatever Aizen was planning.

"Perhaps I should eliminate you first," Aizen said, raising his blade.

Everyone's eyes widened.

But then something seemed to shatter from the air itself…it was Ichigo! Gravattack had no time to call out to him as Ichigo unleashed his Getsuga Tenshou attack upon Aizen. Gravattack hoped that at such close range, Ichigo would have gotten him. But he could make out a barrier appear behind Aizen, protecting him from Ichigo's attack.

"It's been a long time, Ryoka boy," Aizen said, looking at Ichigo.

Ichigo's eyes widened at seeing his attack do nothing. He quickly made some distance between him and Aizen.

"The attack was good," Aizen complimented. "But the location was poor. The back of the neck is a living creature's greatest blind spot." The barrier he had created was starting to vanish. "Did you think I would show up to a battle without preparing any kind of defense in such a place?"

Ichigo was furious with himself for not finishing off Aizen in a single shot.

"Shall I try to guess what you're thinking?" Aizen asked. "'I made a mistake in judgment with the first attack. I should've Hollowfied before firing it. If I had done so, I could've finished this in one attack'. Give it a try. I will show you how presumptuous that idea is."

"Forgot about me?"

Aizen turned toward Gravattack before being slammed into the ground like Gin had. Ichigo's eyes doubled in size.

Gravattack glared at Aizen. "I am sick and tired of you, Aizen. Ichigo! I'll hold him in place! You show him what you got!"

Suddenly Aizen was right in front of Gravattack. "You are becoming quite the nuisance."

"Ben!" Ichigo shouted, flying straight at Aizen.

But Gravattack was one step ahead. He curled his body up into a planetoid looking sphere. Aizen moved to attack but found himself flung to the side. "Sorry," Gravattack taunted. "I've got my own orbit now."

Aizen glared at Gravattack before finding himself surrounded by the Gotei 13 and the Vizards. Gravattack grinned at seeing them. "Alright, who's up for payback on Aizen?"

All the gathered warriors readied their weapons. Gravattack noticed Ichigo joining them. "Ichigo?" His orange-haired friend looked at him. "Is Orihime okay?"

"She's fine," Ichigo told him. "I went on ahead to help deal with Aizen."

Gravattack nodded. "Ready to take this guy down, Ichigo?"

Ichigo remembered what he had been told before he got to the Fake Karakura Town. He and Ben were the best chance at beating Aizen. And Ichigo remembered what Ben said about not doing everything by yourself. He grinned at his shapeshifting friend.

"Ready."

"Ichigo," Shinji said. "We're gonna give you two an opening. Ben's been doing a great job so far but with both of you here, we can end this quickly."

"You…want to help us?" Ichigo asked. Some of the captains looked injured like Sui-Feng and Komamura but there were some like Rose, Love, Lisa, Hiyori, and Hitsugaya who were in pretty good condition. Mainly because their fights had been taken away from them.

"Of course," Shinji told him. "You and Ben make a great team but this isn't just _your_ fight, you know. This is a fight that belongs to all of us."

Hitsugaya was the first one to move, his blade clashing with Aizen's.

"Coming at me without a second thought," Aizen said. "That's a daring move, Captain Hitsugaya."

"This'll never get underway unless someone attacks you," Hitsugaya replied. "Making people miss their opportunities is another one of your tricks. I've got to hand it to you though for not using Kyoka Suigetsu on the first swing."

"I should be the one giving praise," Aizen said as he created a barrier to block an attack from Kyoraku. "For having the sagacity to not face me alone."

"Are you trying to say that this is unfair, Captain Aizen?" Kyoraku asked.

"If that's how it sounded, then I'll revise my statement, Captain Kyoraku."

"Toshiro…Kyoraku-san," Ichigo muttered, seeing them take the charge.

"Kurosaki Ichigo, Tennyson Ben," Ichigo and Gravattack looked over at Komamura, the one who addressed them. "I want to offer my gratitude. If you had not attacked Aizen in that instant, then I would have engaged him in an enraged state, and most likely would have been cut down. Thank you." He went off to fight Aizen too.

Komamura had engaged his old friend Tosen in battle, where the traitor revealed that he had not only gained Hollow powers but had actually joined the Gotei 13 out of revenge. Komamura had been unable to defeat Tosen but Hisagi managed to deal the final blow. Sadly, Tosen eventually died. Komamura was more determined than ever to end Aizen.

"Say, Ichigo," Shinji said. "I was wondering why you didn't bring Orihime-chan with you, since she could have healed us and we could go at Aizen full-force." He looked over to see Unohana approaching Hachigen. "But I'll let you off the hook since you brought Unohana-san with you. That was probably the right choice since this is a fight. Lisa, Rose, Love, let's go!"

The four Vizards let to join the battle. Ichigo was still having trouble taking all of this in.

"How long do you plan on standing there in a daze?" Sui-Feng asked him. "He'll only be a vulnerable for a moment. You'll miss your chance if you keep standing around like that."

Gravattack chuckled. "Don't worry. I plan on giving Aizen plenty of smackdowns."

Sui-Feng glared at Gravattack. She was still sore about his attitude towards her earlier. But…she did kind of enjoy seeing him slamming Aizen into the ground. "Don't fall behind, you two." She went to join the others.

"Wait up, Captain!" Omaeda called as he went to join his captain.

Ichigo and Gravattack shared a look and nodded. They would wait until there was an opening and then they would finish Aizen off once and for all.

Hitsugaya activated his Bankai and moved in. "Hyōryū Senbi!" He unleashed a crescent wave of ice at Aizen but the former captain went higher to avoid the attack. "Hyōryū Senbi Zekku!" The ice escalated up to where Aizen was.

Aizen prepared to counter when he was aware of a giant sword and club coming at him from two different directions.

"Tenken!"

"Tengumaru!"

The sword of Komamura's giant (minus the giant) and Love's club collided together, hopefully smashing Aizen in the process.

"Forgive me, Captain Hitsugaya!" Komamura called. "I'm going to join your battle!"

"Do whatever you want," Hitsugaya said. "I never had any intention of insisting this be 1-on-1."

An explosion suddenly erupted between the giant sword and club, destroying the sword in the process. As the smoke started clearing, it revealed an unharmed Aizen.

"You thought you could destroy me by striking me with power?" he asked. "How naive. …No, perhaps we differ in our basic understandings of the word "power". I shall enlighten you. This…" He appeared before Komamura. "Is what is known as "power"."

"Kokujō Tengen Myō'ō!" Komamura made the entire giant appear.

But in one blow, Aizen managed to cleave the giant's sword in two, cut into a chunk of its armor, and cut the giant's left hand off. All of these injuries were inflicted on Komamura as well. Komamura was momentarily stunned by the attack before hetried to retaliate. Aizen effortlessly blocked what remained of Komamura's sword and proceeded to slash him across the side.

As the captain fell, Love and Rose tried to attack Aizen simultaneously. Rose sent his Zanpakuto, now a whip-like weapon, toward Aizen but the traitor caught the end effortlessly. He pulled Rose to him and took him out as well. Aizen then wrapped Love up with Rose's Zanpakuto and brought him down too.

Both Ichigo and Gravattack were stunned by Aizen's display of power. Ben was grateful that he had chosen Gravattack. But he had a feeling that Gravattack wouldn't be enough, so he started creating a list in his mind about which aliens to use against this guy.

Lisa had donned her mask and released her sword, now a giant spear. She tried to stab Aizen in the head but he simply moved it to the side and hacked the tip off Lisa's spear while slashing her across the shoulder.

"Hollowfication?" he asked. "I thought I told you, you are all botched Pseudo-Arrancar. I am the one who originally subjugated the Arrancar. As such, Pseudo-Arrancar should not raise their blades against me." He turned to see Sui-Feng standing before him. "Have you gone insane? I would never have imagined the Onmitsukido, much less its supreme commander, would face me head on. Seek not beauty in battle. Seek not beauty in death. Consider not your own life. If you wish to protect that which must be protected, then strike while your opponent's back is turned. That's what every Shinigami learns at the academy. Especially the Onmitsukido."

Sui-Feng smirked. "To think that a lowly traitor would recite Shinigami lessons. It makes me laugh."

"I once taught those lessons, you know," Aizen reminded her.

"And it was those incompetent fools at the Central 46 who allowed you to do so," Sui-Feng said. "That's why they had the rug pulled out from under them by a traitor."

"You should not speak ill of the dead," Aizen chided her. "And as for having the rug pulled out, the same goes for all of you doesn't it?"

"There's a surprise," Sui-Feng said mockingly. "Do you think you pulled out the rug…from under me?"

Suddenly there were numerous clones of Sui-Feng.

"Clones?" Aizen asked in amusement. "They're quite a spectacle. Very well made."

"It's an honor to receive your praise," the clones said at the same time. Probably to hid the original. "The Onmitsukido isn't the kind of job where you get praised for shadowy displays. As a show of my gratitude…" All the clones charged at Aizen. "I'll use this spectacle to finish you off!"

Aizen just smirked as he started to draw his sword again. But suddenly a pillar of ice rose from the ground, encasing both of his arms before he had time to draw it. He looked to face his attack when he felt something stab his chest. It was Sui-Feng. She pulled her blade away and prepared for a second stab.

"Nigeki Kessatu!" Sui-Feng stabbed him again. And so Sui-Feng thought she had won. Her Shikai's special ability would end Aizen…or so she thought.

"'Two-hit certain kill'? What an interesting skill." Sui-Feng's eyes widened as Aizen grabbed her arm with his left hand, which, though restricted by the ice, was still able to grab her. "However, it won't work.

Sui-Feng was dumbfounded, trying to figure out why her attack hadn't worked.

"Shinigami battles are battles of reiatsu," Aizen explained. "Using _my _reiatsu, I will suppress the entirety of your technique's pathetic ability."

Just then a black blade pierced Aizen right through his chest. "What…?"

As the blade receded, a figure seemed to have emerged from the ice. It was Kyoraku. "You were careless. You cast a shadow on the ice."

Aizen glared at him. "Damn you…Kyoraku."

"It's over, Aizen!" Hitsugaya called. Aizen glared at him as the boy-looking captain flew right at him. Despite being wounded, Aizen was amused. Seeing a chance for victory Hitsugaya leaped in without any kind of plan. But then, seeing movement nearby, Aizen turned to see Shinji, holding his Zanpakuto up with a big grin on his face. Aizen realized too late what that meant. Hitsugaya's blade, actually behind him, pierced right through his chest.

Ichigo and Gravattack stared at what they were seeing.

Aizen, apparently fatally wounded, grabbed Hitsugaya's blade futilely. Angrily, he glared back at Hitsugaya. "Damn…you…" And then he closed his eyes. The captains relaxed, believing they had finally ended Aizen's reign of terror.

* * *

Down below, among the injured lieutenants, Kira and Iba stared at what they were seeing.

"Th…they did it," Kira mumbled. But Iba was showing much more enthusiasm.

"They friggin' did it!" Iba cried. "The captains finally did it!" He looked over at his friend. "Hey, Kira! Can'tcha be happier?! You got the same gloomy look on your face that'cha always do."

"Y…yeah," Kira admitted, realizing he should be much happier now that Aizen was defeated. But then Hinamori suddenly got up.

"Huh? The hell? It okay for you to be up an' about so soon, Hinamori?" Iba asked.

"Hinamori-kun," Kira started to ask but Hinamori simply started walking by without even acknowledging the other lieutenants.

"Hey! Where ya goin', Hinamori?" Iba asked. Again, Hinamori didn't respond. Confused, the other two lieutenants went after her.

* * *

Shinji rested his blade on his shoulders. "Well, well. Guess that wraps everything up. Done and done."

"Guys…" Ichigo was struggling to regain his voice.

"That's not Aizen!" Gravattack bellowed out.

Sui-Feng, Shinji, Kyoraku, and Hitsugaya's eyes all widened in horror at what they were seeing before them. For in front of Hitsugaya was not Aizen. Instead, with Hitsugaya's blade sticking through her chest…was Hinamori.

"H…Hinamori?!" Hitsugaya cried.

Shinji realized that Hinamori was right there, then that meant…

"Fucking hell!" he cursed.

Kira and Iba, who had been chasing after "Hinamori" froze when they heard her name. They turned hesitantly to where Hitsugaya's voice came from and…both were brought down in two slashes from Aizen, who had been standing in "Hinamori's" place, that infuriating smile on his face.

Gravattack trembled with rage. He remembered what the others had told him about Kyoka Suigetsu. But this…this really burned him up!

"How long?" Shinji asked angrily, furious at both Aizen and himself for not realizing that they had been attacking an illusion.

"'How long'?" Aizen asked. "What a funny thing to ask. I believe you're already well aware that the power of my Kyoka Suigetsu is "complete hypnosis". At any given time I can control all five of the senses and cause you to see anything I desire."

"That's exactly why I'm asking you how long you've been using it!" Shinji yelled.

Aizen's smile slightly grew. "In that case, I shall ask you…how long have you been under the delusion that I _haven't _been using it?"

Shinji froze as he realized when Aizen could have activated his power. Was it during that time when Hitsugaya…Shinji grit his teeth angrily.

The ice Hitsugaya created shattered. The captain was now cradling Hinamori in his arms. She weakly looked at him. "Shiro…chan…why?"

Hitsugaya, horrified that he had hurt the person closest to him, let out a wail of anguish at his actions. "_AIZEN!_" He flew towards the former captain with all the rage he could muster.

"Wait, Captain Hitsugaya!" Kyoraku called out. He, Sui-Feng, and Shinji all tried to stop Hitsugaya from charging in.

"You're wide open…all of you."

Aizen suddenly appeared in the air again. All four captains were struck down in an instant.

"I will not kill you," Aizen said as the captains started falling. "With the level of power you all possess, even losing consciousness due to those wounds would most likely prove difficult. Just lie helplessly on the ground…and observe…the conclusion of this battle."

A massive pillar of fire erupted a good distance behind Aizen, taking out a decent chunk of the fake town. Aizen turned around to face Yamamoto, who was standing amongst the flames.

"The Captain-Commander graces us with his presence at last?" Aizen asked. "But it's too late. You're now the last of the captains that account for your offensive capabilities. If you fall then the Gotei 13 will literally collapse in on itself. You missed your opportunity. Don't you think you should have come forth sooner?"

"Don't get arrogant with me, little boy," Yamamoto retorted. "Do you think that with your level of power, you can cut me down?"

"I think nothing of the sort," Aizen replied. "For I have already done so."

"Shut your mouth!" Yamamoto yelled, going to attack.

But then, Aizen was now behind him. Yamamoto turned just in time to receive Kyoka Suigetsu right through his gut. Whatever Aizen expected Yamamoto's reaction to be, it wasn't what the old man gave. He seemed to grin and grabbed Aizen's arm. "I've got you, Sosuke Aizen."

"How amusing," Aizen said. "And what are you going to do now that you've got me? Are you sure that the arm you've grabbed…is really my arm?"

"That would be an issue if I were merely using my eyes to see or my skin to feel," Yamamoto admitted. "But…it is impossible for me to misread the reiatsu of the Zanpakuto in my stomach."

Aizen didn't respond, merely giving Yamamoto that amused look, though his eyes did narrow somewhat.

"You said before that I 'missed my opportunity'. But it's just the opposite. My opportunity has come to fruition."

Just then several colossal pillars of fire erupted seemingly out of nowhere, destroying decent portions of the town. Gravattack and Ichigo were shocked by this display. Gravattack looked around anxiously, fearing that the pillars might have killed Harribel and her girls.

"Ennetsu Jigoku," Yamamoto said. "Everything that has transpired in this fight thus far, has gone into creating the chance to use this ability."

"You used the occasion of your subordinates being hacked down to set this up?" Aizen asked. "How cunning of you."

"I don't want to hear about 'cunning' from you," Yamamoto said. "You and I will die here in this burning Hell. Fall back, Kurosaki Ichigo and Ben Tennyson!"

The hero and the substitute Shinigami were startled by his order.

"You are not members of the Gotei 13," Yamamoto explained. "As such I cannot involve you in this!"

"Jii-san…" Ichigo said softly.

Gravattack had other ideas in mind. He slammed the dial and transformed into Heatblast. He rocketed himself to where Harribel and the others were recovering. If any of those fire pillars were near them, he just hoped he could absorb the flames. Heatblast put all the firepower he could to get there. But when he reached the building he had left them on, no one could be found. Not Hachigen, not Harribel…where were they? Heatblast heard a commotion behind him and turned to see that something had smashed into the ground and that the flame pillars were starting to disappear. Heatblast didn't know what was going on but he had a feeling that Aizen had pulled something else. He had to stop that guy.

"Please be safe," Heatblast whispered before blasting off to resume the fight. When he got there, the flames had all disappeared. He spotted Yamamoto facing off against that Wonderweiss guy. But his appearance had definitely changed. His shoulders and thighs were larger, with the shoulders popping out upwards. His arms and legs were also altered in size, being much skinnier than before. There were five holes in his abdomen, with two or three lines within each hole, except the upper half of his face was covered by a tall mask with three small horns, which seemed to make his eye sockets hollow. Yamamoto's robe was removed, revealing a muscular body covered in scars.

_He's like Old George's grandpa, _Heatblast thought.

"Ben Tennyson. How nice of you to join us."

Heatblast spun around and unleashed flames at Aizen, who dodged the attack. Heatblast released flames from his body, making sure Aizen couldn't cut him down with his blade.

"Impressive," Aizen said, standing a few feet away from Heatblast. "Making yourself hot enough that I cannot harm you physically. However, if I cannot cut you down, I guess I'll have to use Kido."

Heatblast readied himself. The moment this guy tried to use Kido, he'd go Feedback or Chromastone on him.

But before Aizen could even utter a chant…

"Soukotsu!"

Heatblast and Aizen turned to see Yamamoto blowing Wonderweiss to pieces with his fists alone. Heatblast just stared wide-eyed and open-mouthed at the display.

Yamamoto looked at what remained of Wonderweiss with pity. Before he delivered the final blow, he thought he saw the Arrancar showing fear despite Aizen's talk of modifications.

"Wretched thing," Yamamoto said. "He wasn't able to strip away your feelings?" He looked over at Aizen. "What a cruel thing to do."

"Cruel? A soul that's become a Hollow has no purpose. It does nothing more than meaninglessly hunt down souls to prey upon. What is so cruel about granting meaning to such an existence? I would say that _you're _the one who's cruel for smashing that poor soul to pieces."

"Just. Stop. Talking!" Heatblast began shooting fireballs at Aizen with abandon. Aizen once again dodged, much to Heatblast's frustration. "Hold still!"

"Is that really a wise thing to do?" Aizen asked him. "Attacking me when you have more important things to worry about?"

"What are you talking about?" Heatblast asked, despite himself.

"Wonderweiss was a specially modified Arrancar," Aizen said. "His Resureccion, Extinguir, was created with the sole purpose of suppressing the flames of Ryujin Jakka. "Suppressing" means sealing the flames within the blade so that no new ones will be produced. But…were they the only flames?"

Heatblast tilted his head, wondering what Aizen was talking about. Yamamoto, who had been about to intervene, paused.

"I believe there were also flames the Captain-Commander had already released from his sword," Aizen went on. "So then…where were those flames sealed away?"

Heatblast was still clueless but Yamamoto had a pretty good idea what Aizen was getting at. He turned over to look at Wonderweiss's disembodied head. It was beginning to expand. Yamamoto started running toward it.

"How perceptive of you, Captain-Commander of the Gotei 13," Aizen said. "I'm sure you're well aware of what would happen if all the power you brought forth, were to indiscriminately explode in a single instant."

While Heatblast still didn't understand what was going on, he was sure he had a feeling what Aizen was talking about. Wonderweiss appeared to have exploded but the Captain-Commander quickly covered Wonderweiss' head with his body before it could detonate. A bomb like explosion went off followed a massive shockwave. While the shockwave blew throughout the surrounding area, Aizen was a good distance away from the contained explosion while Heatblast wouldn't have been affected anyway, being an alien _made of fire _and all.

Yamamoto, his body scorched and blackened, was pushing himself up by his elbows in a small crater made by the explosion. The fact that the old man had managed to shield an explosion with his body and still be alive impressed Heatblast greatly. And he wasn't the only one.

"To think that you were able to limit an explosion of that magnitude to so little damage," Aizen said. "Just what I'd expect from the Captain-Commander of the Gotei 13. If you hadn't stifled the explosion with your body, then your fragile little barrier would've been blown away. And an area many times the size of this tiny town would've been reduced to ash. You have my gratitude, Genryusai Yamamoto. Your efforts have saved my world."

"Damn…you," Yamamoto said weakly before he collapsed.

Just then flames erupted towards Aizen again. Aizen sidestepped them but Heatblast jumped forward swinging a punch at his enemy. Aizen continued stepping back or dodging from the blows. Frustrated, Heatblast hit the dial and transformed into Diamondhead. He had seen what Aizen could do with that sword of his so he decided to use aliens that were either really durable or ones the sword couldn't hurt. Aizen brought his sword down but nothing happened as it collided with Diamondhead's arm. Diamondhead smirked at Aizen and turned his arm into a sword. Their blades clashed with each other as the two fought for the upper hand. Diamondhead fired shards, causing Aizen to dodge back to avoid them. But unaware to the two of them, their fighting had directed Aizen into the crater. Suddenly Aizen felt something grab his foot. He looked down to see Yamamoto holding him with his right arm. Yamamoto looked up at him.

"Hado No. 96, Itto Kaso!"

An explosion and massive pillar of light erupted from the spot. Aizen, now slightly singed, flew out of the explosion. He had underestimated Yamamoto, not believing the Captain-Commander would go as far as to sacrifice his right arm to attack him.

Just then, Aizen noticed a shadow over him. He looked up to see Ichigo Kurosaki above him, wearing a Hollow mask much different from his old one. This one now had two black lines that ran down his eyes. "Getsuga…Tensho!" Ichigo unleashed his attack, powered by his mask, and he managed to cleave a nearby building in two.

The attack was powerful but not enough to kill Aizen. But it did leave a nasty cut on his shoulder.

"I'm not done yet!" Ichigo called to Aizen.

Suddenly a big yellow fist shot out of the ground, upper-cutting Aizen and knocking him into the air. Ichigo was taken aback as Armodrillo pulled himself out of the rubble.

"Go for it, Ichigo!" Armodrillo called.

Ichigo nodded and leaped at Aizen, unleashing another Getsuga Tensho at him again. Aizen prepared to dodge but Ben had transformed into Chromastone and fired an energy blast. Aizen, having focused on the Getsuga Tensho, was unable to defend himself from the attack. This in turn allowed the Getsuga Tensho to make contact with him. Ichigo moved in for the finish. Aizen managed to block his blade but Ben transformed into Echo Echo, creating several clones of himself and unleashing a sonic blast upon him. It was enough to send Aizen smashing to the ground again. Ichigo raised his blade and unleashed another Getsuga Tensho upon where Aizen had landed. He and Ben quickly regrouped. Echo Echo changed into NRG to be on the safe side.

"Did we get him?" NRG asked, hoping the Omnitrix didn't time out on him. They were close to winning, he could feel it.

Aizen slowly picked him up from the rubble, an amused smile upon his face.

"What's so funny?" Ichigo asked.

"You failed to kill me, Kurosaki Ichigo, Ben Tennyson," Aizen said. "That…was your last chance."

"Get over yourself, Aizen," NRG said, pointing at him. "We're just getting warmed up."

Aizen's smile never left. "Are you now?" Suddenly the cut Ichigo gave him was starting to close. Both were shocked by this and wondered if he had gained High Speed Regeneration. Aizen seemed to know what they were thinking because he said "This is not high-speed regeneration. Do you think I would undergo mere Hollowfication?"

Ichigo moved back but a confident NRG fired a beam at Aizen. Aizen dodged the attack and NRG glared at him.

"NRG," Aizen said. "Another alien Eon told me about. He said he wasn't sure if you could be cut with a mere Zanpakuto but considering the fact that underneath is a being of pure radiation, it would be unwise either way. An excellent choice."

NRG clenched his fists tightly.

"I wish to show you two something." Aizen said. He opened his jacket to reveal his bare chest. In the center was a black orb, forming lines vertically and horizontally across it.

Ichigo's eyes widened. "That's…"

"The Hogyoku," Aizen said.

NRG was surprised. He had been told about the Hogyoku but he didn't know why Aizen would put it in his own body. Was he trying to use it to gain Hollow powers? But that couldn't be. It would contradict what he had said earlier.

Aizen studied some lingering darkness from Ichigo's attack. "So this…is your reiatsu? Excellent. It's well developed. Just as…I planned."

Ichigo froze. "…What?"

"You encountered Kuchiki Rukia," Aizen said. "And through your fight with Ishida Uryu, you became aware of your power as a Shinigami. Then, in your fight with Abarai Renji, you learned the power of your Zanpakuto. You gained a foothold towards Bankai in your battle with Zaraki Kenpachi. And you advanced down the path to Hollowfication during your confrontation with Kuchiki Byakuya."

NRG didn't know what Aizen was talking about but it seemed he knew a lot about Ichigo's personal history.

"In your battle with Grimmjow, you mastered Hollowfication," Aizen went on. "And it seems that, during your battle with Ulquiorra, you gained a power greater than that. Kurosaki Ichigo, all your battles thus far, have played out in the palm of my hand."

NRG and Ichigo were stupefied by Aizen's words.

"All my battles…thus far…have played out…in the palm of your hand?" A shaky Ichigo asked as his mask started to vanish. "What the hell…what're you talking about?!"

NRG moved to attack, firing another beam upon Aizen, who proceeded to dodge again. Angrily, Ben transformed into AmpFibian and started unleashing electric blasts at the villain. He didn't know if what Aizen was saying was true or not but he did know one thing: Aizen was probably saying this stuff to distract them from kicking his butt. And AmpFibian wasn't going to let that happen, nor let Aizen mess with anyone's heads again.

"Don't listen to him, Ichigo!" AmpFibian shouted. "He's just trying to mess with you!"

Ichigo stared up at Ben.

"I don't know what Aizen's going on about," AmpFibian said. "But right now…let's beat Aizen first and ask questions later!"

Ichigo realized that his friend was right. Aizen was just trying to psyche him out and Ichigo was letting him. He couldn't let himself get distracted. Aizen needed to go down and he needed to go down _now_.

"Quite the motivational speaker aren't you, Ben Tennyson?" Aizen said in amusement. "Aren't you the least bit curious about what I have to say?"

"Not really, no!" AmpFibian retorted. "And from now on, you're gonna keep your big mouth shut!" He touched the dial again and transformed into Cannonbolt. The rotund alien curled into a ball and launched himself at Aizen, who effortlessly batted him to the side. Ichigo moved in to strike and Aizen blocked his blade. Aizen got a good look at Ichigo's face.

"Your eyes are full of resolve," he said. "Your friend is truly something."

Just then Aizen's side was covered in ice. Ichigo turned to see Big Chill flying above them. Big Chill turned intangible and flew through Aizen, encasing his body in ice. Big Chill thought he had won but then the ice started cracking before shattering off of Aizen.

"That was a good attack," Aizen said. "But your power is rather lacking compared to Captain Hitsugaya's."

Big Chill hit the dial again, transforming into Wildvine. The Florauna wrapped his plant legs around Aizen, allowing Ichigo to prepare another attack. He fired his Getsuga Tensho down on their adversary. The attack cut through Wildvine's vines but it looked like Aizen had managed to take some damage. But both heroes could see that the Hogyoku was already starting to heal his wounds.

"I was right," Aizen said. "The two of you do make a good team. Perhaps I should have given that more consideration. Well done."

Ichigo glared at Aizen, ready to attack again.

"Hey, there. Mind if I join in?"

A figure appeared in between Ichigo, Aizen, and Ben; a tall, muscular man with spiky black hair and brown eyes. He had thin facial hair around his mouth and on his cheeks, wearing a Shinigami uniform and carrying a Zanpakuto. Ichigo's eyes widened.

"Who are you?" Wildvine asked.

"Kurosaki Isshin," the man said. "Ichigo's father."

Wildvine's jaw dropped. "Ichigo's _father?!" _He looked over at Ichigo. "Your dad's a Shinigami?!" Then he noticed the look on Ichigo's face. "I'm guessing you didn't know that either."

"D…Dad?" Ichigo mumbled. Isshin looked back at him and started approaching him silently. "Hey…say something…D-" But instead Isshin headbutted Ichigo. It must've been a pretty powerful headbutt because Ichigo actually skipped like a rock off the ground before finally crashing to a halt.

"Hey!" Wildvine shouted. "What'd you do t…" Isshin grabbed him and Ichigo. He gave one last look at a smiling Aizen before disappearing.

"Keeping your distance?" Aizen asked. "A fast and wise decision. Seems to run in the family."

The strange trio was hiding out in between two buildings. Isshin had his hands over both Wildvine and Ichigo's mouths.

"Shaddup!" Isshin barked at Ichigo, whose frantic yelling was muffled by Isshin's hand. "I know what you wanna ask! For now just be quiet!" As soon as he said that, Ichigo's foot smashed his face in, causing him to release both his son and the shapeshifting hero.

"I know I have to be quiet!" Ichigo yelled. "I was telling you I couldn't breathe!"

"Oh," Isshin muttered. "S…sorry."

Once Ichigo got his breath, he looked over at his dad, now rubbing his nose. "You can look all you like," Isshin said. "Your eyes aren't deceiving you."

"Looks like you're right," Ichigo said neutrally.

Wildvine looked back and forth between them.

"You're Ben Tennyson," Isshin said, addressing the hero. "I've heard you've been a good influence on my son." Isshin smiled. "Thanks for looking out for him."

"No problem," Wildvine said, scratching the back of his head.

Isshin sighed. "I suppose you guys have a ton of questions. I'll answer them all of…"

"I don't," Ichigo said, causing Isshin to look back at him. "I don't have any questions. If you haven't said something all this time, then you probably had a reason. Besides, Ben said earlier we need to focus on beating Aizen. So for now we'll worry about that. Besides, I don't know a way to ask about it without trampling on your feelings. So let's deal with Aizen first…and then you can tell me about it when you feel like talking."

Isshin smiled. "Sure thing."

Ichigo smiled back.

"Alright," Wildvine said. "So what's the plan?"

* * *

Meanwhile, Aizen was waiting for the three to make their move, standing on top of a building. "They've made their reiatsu disappear? It appears they've put up a rather powerful barrier." He looked behind him. "You've been spectating for quite a while now, Gin."

Standing there, his clothes dirty and a bit of blood dripping down his forehead, was none other than Gin himself. "I wasn't spectating," he said. "I just thought it would be best to lie low till that Ben kid wasn't that scary Gravattack anymore."

"…I see," Aizen said.

Noticing Aizen's tone, Gin was confused. Until he realized that Ichigo was right behind him. He turned and blocked Ichigo's blade with his own.

Suddenly the building was cut in two. Aizen turned to see Isshin, ready to attack. And where was…

An energy blast hit Aizen from the side. He had been too distracted by Isshin. He looked for the culprit and saw Upchuck waving at him. Using his tongues, Upchuck swallowed a huge piece of rubble and spat it out as an energy blast. Aizen dodged the blast and was about to attack but Isshin flicked his finger at Aizen. The sheer force of it was powerful enough to send Aizen flying into a nearby building. Upchuck stared with his beady little eyes at seeing Isshin do that.

"That. Was. Awesome!"

* * *

Meanwhile, Gin and Ichigo were about to face off. "It's been awhile since you an' me fought," Gin said. "This time, I ain't gonna hold back. Ban…kai!"

* * *

Aizen managed to stop his flight and was about to head back to his combatants when he noticed that Isshin was right above him. Isshin brought his sword down. Aizen managed to step aside but the area beneath him was devastated by Isshin's attack. Realizing his opponent had dodged, Isshin swung his sword again but Aizen ducked. Aizen prepared to use a Kido spell but a blast of water struck him backwards. Isshin looked behind to see Water Hazard waving at him. Said alien touched the Omnitrix dial again and became Brainstorm, firing a blast of electricity at the now soaked Aizen. He was pleased to see the arrogant jerk visibly hurt by his attack. Isshin himself was pretty impressed.

"What's the matter?" he asked Aizen. "Your movements are getting pretty damn slow. You at your limit already?"

"Yes," Aizen said between pants of breath. "It would seem that way. My limit has come…as a Shinigami that is."

"What the deuce is that supposed to mean?" Brainstorm asked.

"My soul," Aizen said, "Will undergo a metamorphosis."

"What're you talking about?" Isshin asked.

"It seems that the Hogyoku's will," Aizen went on, "Has finally begun to understand my mind."

"Talking nonsense now?" Isshin asked.

"Don't you understand?" Aizen asked him. "I'm saying the Hogyoku possesses a will of its own."

"How could that tiny little thing possibly be capable of sentience?" Brainstorm asked incredulously.

"Still sounds like nothing more than nonsense," Isshin said unconcerned.

"I can't blame you for not feeling it," Aizen said. "I, too, was unaware that the Hogyoku had a will until I became its master. What exactly do you think the Hogyoku's power is?"

"Wasn't it to control the boundary between Hollows and Shinigami?" Brainstorm asked.

"That is incorrect," Aizen said. "The "true" power of the Hogyoku is to read the minds of those around it and make manifest what it finds there."

Both Isshin and Brainstorm were shocked by this revelation. Aizen looked over at Brainstorm. "In a way, you could compare the power of the Hogyoku to that of your Alien X transformation."

Brainstorm's eyes narrowed. So Aizen even knew about Alien X.

"The reason Urahara Kisuke misidentified the Hogyoku's power as manipulating the boundary between Hollow and Shinigami is because that was his wish as its creator," Aizen explained. "The reason that Kuchiki Rukia transferred all her spiritual power to Kurosaki Ichigo and then lost her powers as a Shinigami was because she hadn't been given any relief from the pain of killing Shiba Kaien. The reason Sado Yasutora and Inoue Orihime had their unique powers brought forth was because they so deeply detested their own powerlessness."

Brainstorm scowled, not liking where this conversation was going. "How could you have known all this?"

"I didn't realize it at first," Aizen admitted. "But I did know that the Hogyoku's power was _not_ to manipulate the boundary between Shinigami and Hollow. I knew this because if that truly was its power, then Hirako Shinji and the others should not have become complete "Vizards". Their Hollowfication was an experiment with Hollowfication and at the same time a way to ascertain the abilities of the Hogyoku."

Brainstorm froze, remembering Urahara's theory that Aizen had simply turned the Vizards into Hollows so that he could lure out the Hogyoku.

"And that experiment was a success," Aizen continued. "The activation of the Hogyoku's abilities by Urahara Kisuke's hand caused Hirako Shinji and the others to evolve into complete "Vizards". And then I, armed with a hypothesis about the Hogyoku's abilities, sent Kuchiki Rukia in the direction of Kurosaki Ichigo."

Brainstorm was stunned. Was Aizen saying that he was the one who sent Rukia to Karakura Town that fateful night?

"Of course," Aizen went on. "There are limits to these abilities. The Hogyoku manifests what's in the minds of those around it, but this will not happen unless the subject inherently possesses the power to fulfill their desire. By that token, this could also be called the "power that guides people towards their desires". But living creatures are strange. They are made in such a way that they can only actualize what their minuscule minds wish for."

"You son of a bitch!" Isshin cursed.

But then something zoomed past the side of them. Brainstorm and Isshin turned to see an extremely long blade stretching over to a building farther away. Ichigo emerged from the wreckage, blocking the tip of the long blade with his own sword.

"Grawr!" Ichigo growled, pushing the blade off him. The blade suddenly retracted in the blink of an eye back to wherever it came from. Brainstorm looked at the smoke cloud that the blade had retracted towards. The smoke cleared to reveal…Gin! Brainstorm growled, angry to see that jerk up and about.

"I'm surprised you stopped it," Gin said pleasantly. "For dumb luck, it wasn't half bad."

Ichigo rubbed his mouth. "Whaddaya mean 'dumb luck', ya jackass?!" he retorted.

"I…Ichigo," Isshin was surprised to see his son here.

"What?!" Ichigo said to his dad. "You're getting on my nerves! Just a little bit more and I got this! So stay out of my way!"

Isshin stared at his son for a moment before smiling at him.

Gin looked over at Aizen. "Sorry, Captain Aizen. Did I interrupt your conversation?"

"It's fine," Aizen told him. "We were just finishing up."

Suddenly what appeared to be thick white fluid poured out of the Hogyoku and began to spreading out to the rest of Aizen's body.

"Dad!" Ichigo said. "What the hell is that?! What's going on?!"

"Ichigo!" Brainstorm called. "It appears that the Hogyoku does not possess the abilities originally presumed!"

"Huh?" Ichigo asked.

Brainstorm groaned and hit the dial again, transforming into Goop.

"Aizen said the Hogyoku has a mind of its own and can manifest things from people's minds!"

Ichigo would have noted Goop's squeaky voice but what the polymorph just told him left him stunned. "What?"

"I must say," Aizen said as the whiteness started to spread out all over him. "The Hogyoku is aptly named indeed! This is undoubtedly the power to utterly obliterate the boundary between the separate planes of the divine and the mortal."

The three looked at Aizen in shock. Was he saying what they thought he was saying?!

Suddenly a beam of light from behind pierced through Aizen's chest. Isshin, Ichigo, and Goop were shocked. Who else was here? Aizen turned around to face his attacker. "So you came…Urahara Kisuke."

Sure enough, it was Urahara, standing upon another building, looking over all of them. "It's been a long time, Aizen. And that's a really extraordinary form."

"This is nothing," Aizen said. "Midway through evolution is always ugly." The hole Urahara made with his attack was starting to close.

"Nobody said you were ugly," Urahara told him. "It's just that…you finally fused with the Hogyoku."

"This isn't a fusion," Aizen corrected. "Please use the word "subdue". The Hogyoku you failed to master has just found its new master."

"Unable to master?" Urahara asked. "This is true…if you are talking about the past."

"The past?" Aizen repeated. "Aren't you going to admit defeat? No. That shouldn't…be the question." Suddenly, Aizen was right in front of Urahara, his sword piercing the exiled Shinigami's chest.

"Urahara!" Goop cried.

"Because you'll forever lose the chance to control the Hogyoku," Aizen said.

Suddenly Urahara…popped? Aizen and Goop were both taken aback by this. Aizen felt a hand on his back and turned to see Urahara standing right behind him. He remembered now…during the fight against Luppi, Urahara had used a unique "inflatable gigai" as a decoy.

"Rikujōkōrō."

Six beams of light struck Aizen in the chest. Goop remembered this attack. Now Aizen couldn't move.

"I've seen this in Luppi's report," Aizen said, referring to the gigai. "How careless am I, I never thought you would use such a cheap trick. So, what are you going to do with me after you've constricted me?"

"With this level of Bakudo?" Urahara asked. "Why do you think I would only settle with one type of Bakudo? Bakudō #63. Sajō Sabaku!"

What appeared to be a thick rope made of energy wrapped around Aizen.

"Bakudō #79. Kuyō Shibari!"

Eight black holes formed around Aizen while the ninth one appeared in the middle of Aizen's chest. He grunted in frustration at the binding. Urahara was starting to do some kind of chant. "Limit of the thousands hands, respectful hands, unable to touch the darkness. Shooting hands unable to reflect the blue sky. The road that basks in light, the wind that ignited the embers, time that gathers when both are together, there is no need to be hesitant, obey my orders."

Aizen's eyes widened as he recognized the chant.

"Light bullets, eight bodies, nine items, book of heaven, diseased treasure, great wheel, grey fortress tower. Aim far away, scatter brightly and cleanly when fired!" Urahara continued.

"Think I'll let you use that Hado?" Aizen challenged.

"Too late," Urahara said. "Hadō #91. Senjū Kōten Taihō!"

Ten pink energy points appeared around Urahara before firing at Aizen, engulfing him in a massive pink explosion.

"…How strong," Ichigo whispered. Gin merely frowned as he watched the battle.

"Did he get him?" Goop asked.

"Can't tell," Isshin replied grimly. "But I don't think so."

"Aizen," Urahara said. "You've become careless…because of your newfound power."

"You're right."

Urahara turned around in shock to see Aizen standing before him. The whiteness created by the Hogyoku had spread, engulfing all of his body and now half of his face.

"Too late," Aizen said, slashing Urahara across the shoulder with his bare hand! "Allow me to be careless, as I don't have a reason not to be. I can feel the strength of the Hogyoku in my body. My strength exceeds my older self. I am invincible now, so I don't have the need to dodge a level 90 Kido anymore.

"Oh no," Urahara said. "I'm not talking about you dodging the Kido. If it was the older you, you won't be letting me try my attacks one by one would you?"

Suddenly light started gathering around Aizen's wrist. Aizen's eyes widened. "This is?"

"This is a seal," Urahara explained. "It seals the reiatsu flowing out of your palm. And so you…will be blasted by your own reiatsu."

Aizen's body was again engulfed in another explosion. Urahara then turned around and landed where the others were gathered.

"Urahara-san," Ichigo said.

"Is it over?" Goop asked.

"It'd be lovely if something like that was the end of this," Urahara said. "Since that would mean he was just an ordinary monster. He will emerge soon."

Sure enough, Aizen did emerge from the smoke. Now his entire body was covered in that white substance, the Hogyoku appearing as a black dot on his chest.

"Wha…what the hell…is that?" Ichigo asked, staring at Aizen's new form in horror.

Aizen simply stared down at the four, and then, with a single step, he was already among them.

"Tempting me to attack by using a level 90 Kido as a decoy," Aizen noted. "Then burning me from the inside out with a technique you developed yourself." He looked back at Urahara. "If it were anyone other than myself…no, anyone other than myself_after _having subjugated the Hogyoku, then this battle would have been likely over." He reached into the substance around his left wrist and pulled out some kind of bracelet or clamp like object. "The Hogyoku you've created exceeds your comprehension."

Goop growled but due to his squeaky voice ruined its effect. Aizen studied the clamp object.

"This technique, which you most likely developed in preparation for the battle with me…will not have any effect."

Urahara said nothing, merely drawing his blade.

"If skill fails, then use force?" Aizen asked. "Very well."

Urahara came at him from the back while Isshin came at him from the front. Aizen leaned forward, kicking Isshin's blade upward and spinning in the air, kicking Isshin away while slashing at Urahara. Although both managed to block his attacks, the sheer force knocked them both back. But unknown to Aizen, the two had managed to wrap special wires around his arm and leg. With a tug, the two pulled on the wires, causing Aizen to be suspended in the air. But the transformed Shinigami was unimpressed.

"What is this supposed to be?" He asked. "As if this could…"

But suddenly a figure leaped above him. Aizen looked up to see Yoruichi, wearing a black leotard like outfit with black leggings and arm cloths. Her hands and legs were encased in some kind of armor. She slammed her right fist into Aizen's side, causing it to crack. The blow created a massive shockwave around the area. Aizen glared at her. "You…Yoruichi!"

With a battle cry, Yoruichi brought her other fist down on Aizen, creating a second shockwave bigger than the first one. Yoruichi glared down in triumph. She seemed to have knocked the creep down into the ground.

"Well?" she asked. "I thought you'd at least…"

Just then Urahara spotted something. "Yoruichi-san! Get away from there!"

Yoruichi looked back at Urahara in confusion when she felt something strike her left leg, completely destroying the armor. "Tch!" She quickly jumped back to where Urahara was standing.

"What's the matter? You're not done already are you?" Aizen emerged from the ground. Although parts of his body were cracked, he looked relatively unharmed. "Quickly, reveal your next trick. I will grind them into dust until the very last one has gone to waste." He started walking towards them. "The number of methods you have crafted in order to defeat me, are a testament to your power and effort. It is also…the number of hopes you have. And such, it is my duty to crush each and every one of them. So reveal your next trick, Urahara Kisuke , Shihoin Yoruichi, Isshin Kurosaki. And…" He looked over at Goop. "Ben Tennyson."

The combatants all glared at him but Ichigo felt uneasy at the look in Aizen's eyes. Goop would be a fool if he said he wasn't intimidated. But he knew that Aizen needed to be stopped. No matter what.

"Oooohhh dear," Urahara said. "We're in a bind now." He looked over at Yoruichi's bare foot. "That was a specially made armor designed to be used against Hierro. I never thought it would break so easily."

Yoruichi glared at him. "Hmm? What was that? You made it sound like it was it's my fault."

"Oh no, that wasn't what I meant at all," Urahara said, waving his fan in front of his face.

"Oh yes, it was!" Yoruichi argued as she got up in his face angrily. "What you want to say is that it broke because I wasn't paying attention, right? Hmm? Listen here. Your product was half-assed to begin with! The root cause for it breaking was the fact that you didn't pay enough attention during the production stage!"

"Okay, okay, I get it!" Urahara said hastily to avoid Yoruichi's wrath.

Aizen looked at Yoruichi's foot, stopping for a moment. "I see. The fact that your leg is still intact would suggest that it is something special indeed."

Yoruichi grinned as she raised her leg up. "You mean my leg, right?" She noticed Urahara eyeing her while holding his fan in front of his face. "What was that look for?!" She hit him.

"Ouch!" Urahara whelped. "My nose!"

Isshin made a face at seeing them act like that. But they all got serious again as they noticed Aizen started approaching them again.

"Enough with the ranting," he said. "It's pointless to argue about what's special." He raised his blade. "If one of those disappears with each swing, then if I swing my sword three more times, your special items will vanish into nothing."

"Here he comes," Urahara warned Yoruichi.

"I know that," she replied.

"Can you do it?" Urahara asked.

"Who do you think you're talking to?" Yoruichi asked him back. "It's just a matter of me striking him with anything other than my left leg."

Just then Aizen appeared right at her side. Her eyes barely had time to widen as Aizen made his attack, creating a massive explosion.

Ichigo and Goop were both staring at the sight before them.

"Is that a good idea?" A voice asked behind them. "I've got you flanked."

Ichigo and Goop spun around to face Gin, but he was already walking away from them. "I'm just kiddin' around." He sat upon some of the rubble. "How about we take a break?"

Needless to say, the two were surprised by this. "Wha…what are you saying?" Ichigo asked.

"It won't hurt nothin'," Gin said. "Let's watch." After a moment. "You know it's useless now. I've been with Aizen-san for a long time an' this is the first time I've seen something like this. Well, I suppose that's a given since he went and absorbed the Hogyoku while we weren't paying attention." He looked at them. "You get it right? There ain't nothing more to be done. You an' all them folks are gonna get killed, and that'll be all she wrote."

"Oh, there's actually a lot more that can be done, Ichimaru Gin."

Ichigo, Goop, and Gin were shocked by the sudden appearance of Professor Paradox standing before them.

"Might I borrow Ben for a moment?" Paradox asked as if there wasn't some great big battle to save the world going on. "Won't be but a moment." Suddenly Goop found himself on some new building. And not only that, but he was back to normal again. He really needed to find out how Paradox could do that.

"I'm glad to see you, professor," He said in relief regardless. "Harribel, is she...?"

Paradox raised his hand. "She's fine…for the moment. But if Aizen isn't stopped, nobody will be."

Ben nodded. "Right. So why'd you bring me here?"

"So that way I could talk to you without having to worry about any interruptions."

Ben's eyes widened at this new voice. He looked down to see…"Azmuth!"

"Hello again, Ben Tennyson," the creator of the Omnitrix said.

"What are you doing here?" Ben asked.

"Paradox came to my planet and informed me of your adventures in this universe. Though you're still as impulsive and reckless as ever, I hear you've been doing some decent work in this one. Made some new friends." Azmuth stroked whiskers. "I do find these Shinigami and Hollows fascinating. I wonder if the Omnitrix would be able to scan them for DNA. Do they even have DNA since they're ghosts? Or since they were humans, would just be considered human DNA and…"

"Um…Azmuth, right now the fate of _this world_ is at stake here," Ben pointed out.

"Ah, yes. Of course," Azmuth replied. "And I know what this Aizen character is like. He _needs _to be stopped at all costs. But from what Paradox has told me, his power will continue to grow thanks to that Hogyoku thing in him."

Ben was about to ask how Paradox could have known but decided he shouldn't even bother.

"Honestly, I've met many arrogant beings throughout our universe but I don't think I've ever met anyone as _arrogant_ and as _foolish_ as this Aizen. Forcing a so-called "evolution" upon himself. Why do you think I despised that "Ultimate" feature on your old Ultimatrix? Nothing good ever comes from a forced evolution! Lifeforms should allow themselves to evolve naturally and…"

Ben's attention was drawn to more explosions nearby. "I'm kinda in a rush here, Azmuth."

Azmuth looked over to where the fighting was taking place, his eyes narrowed. "Of course. Sorry about that."

"So what do we do?" Ben asked him.

"Well, from what I've been told, this Aizen was already a powerful individual, made even stronger thanks to the Hogyoku," Azmuth said. "In fact, second only to Diagon himself, I believe Aizen may be the most powerful foe you have ever gone up against. Simply using Humungousaur, Swampfire, or even Way Big won't be enough to stop him."

More explosions erupted in the battlefield nearby.

"So how _do _I stop him?" Ben asked anxiously.

"If you are to even stand a _chance_ against Aizen," Azmuth said. "It would be wise for you to fight him at your full potential, without worrying of timing out or trying to switch aliens fast enough."

Ben's eyes widened again. "You mean…?"

"That's right," Azmuth answered with a smile. "Access Master Control!"

Ben's Omnitrix flashed so brightly that he had to shield his eyes with his other hand.

"Master Control Unlocked!" The Omnitrix said in a voice exactly like Ben's. Ben gave a face splitting grin.

"Go now, Ben Tennyson," Azmuth said. "And bring Aizen down!"

"Oh you can count on it!" Ben said.

"Splendid," Paradox beamed. "Now let us be on our way."

The three disappeared from where they were standing and now back to where the battle had taken place. Ben saw Yoruichi, Isshin, and Urahara scattered everywhere, with Ichigo on one knee off to the side and leaning on his zanpakuto. Apparently they hadn't been enough to stop Aizen. Ben clenched his fists angrily. Seeing his friends being taken down one by one fueled his desire to beat Aizen once and for all. Speaking of which, he saw Aizen with Gin. The upper part of that white stuff had shattered, revealing Aizen with now much longer hair and freaky black eyes. Aizen turned to face him.

"Ben Tennyson. How nice of you to join us again," He looked at Ben's companions. "Professor Paradox. My compliments on your victory over Baraggan. Defeating him is by no means an easy feat for anyone. Including the older me."

"I don't wish to hear words of praise from someone as despicable as you, Aizen," Paradox said in contempt.

Aizen then spotted Azmuth on Paradox's shoulder. "And you are?"

"Azmuth of the Galvan," Azmuth introduced himself.

"Ah, the creator of the Omnitrix," Aizen said. "You have my compliments on creating such an impressive device."

Ben stepped forward. "It's my turn now, Aizen."

"Really? You wish to fight me again?" Aizen asked in amusement. "Haven't you seen what I did to your allies? No, I don't suppose you did. But I defeated them with ease, what makes you believe that you will do any better? I'm going to Soul Society to raid the real Karakura Town. There I shall make the Ouken."

Ben frowned. "Not gonna happen. Not while I'm still alive!"

Ichigo looked at Ben weakly. "Ben…"

Aizen just smiled. "You are the last line of defense for Karakura Town," he said. "I suppose I have some time to kill. Very well, then. I shall indulge you."

Ben grinned now as he activated the Omnitrix. "It's Hero Time!"

**End of Chapter.**

**Next time, Ben faces off against Aizen. He may have the Master Control but will it be enough to stop Aizen for good? Find out next time in Endgame. I was originally going to put this in a two-parter but I figured that I might not have enough to split it. As such, next chapter will be the final battle, and then the epilogue. Oh, and in case anyone noticed Aizen referring to Luppi's battle featuring the inflatable gigai, I made it in this story that Urahara used it against Luppi since Ben was fighting Yammy one-on-one. I know I skipped a lot of the fight between Isshin, Urahara, Yoruichi, and Aizen but hey, we already know how that turns out so I thought it would be best to just focus on what Ben's doing.**

**Yeah, this story was much shorter than the first volume of Bleach: Ulitmate Alien. I probably should've added some filler stuff. Nothing too big, but some minor things to stretch the story a little. But, I think I can say that once this volume is done, I'll get started on the second volume. I'm really into this story over my Ultimate Alien one to be honest.**

**By the way, Ben will not participate in the Fullbring arc. His presence won't really have much of an effect in this arc and besides; Ben has aliens that could easily whoop the Fullbringers' butts:**

**Giriko-Clockwork**

**Riruka-Cute aliens like Ditto or Ball Weevil**

**Jackie-Water Hazard**

**Moe-Pretty much any of Ben's aliens.**

**Yukio-Upgrade**

**Tsukishima-AmpFibian, Big Chill, or Ghostfreak**

**So when Volume II begins, it will take place after the seventeen month time skip.**

**By the way, I wouldn't be surprised if you guys were wondering: Did Ben make any impact in this universe? Or other stuff like "Why was Harribel so open with Ben when they first met?" I intend to address questions like these during the epilogue. Until then, see you all next time in Endgame! Take care!**


	12. Endgame

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Special thanks to Pyromania101 and Kamen Rider Chrome.**

**Endgame**

Ichigo couldn't believe that Ben would be willing to take on Aizen, and by himself no less. Ichigo had seen what Aizen had done to his father and his two mentors. What could Ben possibly do against Aizen, who was even more powerful than he used to be?

Gin stood off to the side, getting ready for more fireworks. Unlike before, he no longer had that snake-like smirk upon his face. Instead he was regarding Ben with curiosity. No one knew what was going through _his _mind right now.

Paradox and Azmuth were also standing off to the side, getting ready for what was about to take place. Azmuth knew it had been a good idea to give Ben access to the Master Control but would it be enough to stop this juggernaut? The Galvan looked over at Paradox, who remained focused on the two combatants. Azmuth had a feeling that Paradox knew how this was going to turn out. But…how _would _this turn out?

"I can see no hesitation, no fear, and no doubt in your eyes," Aizen told Ben. "A person like you should know how foolish it is to stand against me."

"Get over yourself, Aizen," Ben said, really tired of hearing his voice. "I'm gonna make you pay."

"How could you honestly believe that you are a match for me?" Aizen asked him. "Had it been the older me, you would have been a hindrance at least. Now you are nothing more than a mere insect to my power."

Ben grinned at him. "You got an upgrade…so did I."

Aizen smirked back. "So confident, yet you rely on the power of your Omnitrix to save you. _That _is the only value you have. Without it, you would be nothing."

Ben crosses his arms. "That's hilarious coming from you, Aizen."

Aizen paused now. "I fail to see how my words were meant to be hilarious."

"Going on about how I'd be useless without the Omnitrix," Ben said. "_You_'_d _be nothing without your stupid little wish-granter."

Aizen frowned. "'Wish-granter'? That is a rather crude way to describe the Hogyoku though it relatively is. But to say I would be nothing without it would be…"

"Right?" Ben interrupted. He started laughing. "You're pathetic, Aizen. Without it, you would have been beaten a long time ago."

"Again, I did not fuse with it," Aizen corrected. "I subdued it."

Ben scoffed. "I really doubt it."

"Your foolish attempts at taunting are futile, Ben Tennyson," Aizen said. "Just as your hopes to defeat me are."

"Oh, please," Ben rolled his eyes. "Luck can only get you so far."

"Luck?" Aizen repeated. "You claim I was lucky rather than acknowledge my power?"

"What power?" Ben asked. "Your little "hypnosis" schtick? That's a crutch and nothing more. If it wasn't for that stupid thing, you would have lost by now."

Now Ben had Aizen's attention.

"And let's face it, your whole army was a sham. I'm guessing that all your precious Espada got their butts kicked by the Gotei 13, didn't they? To be honest, I don't think you ever intended on the Espada beating the Captains. You just made them to boost your already giant ego."

Ichigo stared at Ben in shock.

"You know what you are, Aizen?" Ben asked. "You're a coward."

"A coward?" Aizen asked and there was a hint of annoyance in his voice.

"When the Gotei 13 invaded Hueco Mundo, you decided to run to Karakura Town instead of facing the intruders yourself. When you were imprisoned by Yamamoto, I bet you could've escaped instantly but instead you decided to sit back and let your Espada do all the work. And when you fought the captains, you chose to hide behind your illusions. And you know why? Because deep down, you knew you'd lose if you didn't."

Aizen scowled.

"You've over-complicated things to suit your own ego," Ben continued, ignoring (or perhaps exulting in) Aizen's displeasure. "You pretend that the Hogyoku is alive and that it fears you, but if it _is_ alive, it probably pities you, so it gives you what you want so you'll stop whining like a brat. Your sword's power isn't even all that complicated: one word, and _boom_, you control the five senses of anyone who looks at it. You never developed any skill or true tactical brain-work, because your sword did_everything _for you. You got lucky in that regard. That's all there is to it."

Everybody was staring at Ben. None of them, except perhaps Azmuth and Paradox, could believe what they were hearing.

"The only smart thing you've done was with that Wonderweiss guy," Ben went on. "And even _that_ didn't work out the way you wanted. Now look at you: That whole thing about being above Hollowfication is a bunch of crap. You're nothing more than a glorified Vizard. You understand me, Aizen? You're not smart, you're not powerful, and you're not even talented. You've just been _luck_y_."_

Aizen was now glaring at Ben. "You have made a foolish mistake, Ben Tennyson. But if you are so confident in your power, then come. And I shall show you how I am beyond your understanding."

Ben grinned again. "We'll see." He activated the Omnitrix and slammed the dial down. When the flash was gone, Ben was now XLR8. "Let's do this!"

XLR8 zoomed towards Aizen. The transformed Shinigami was about to kill the hero with one swipe of his sword but just as XLR8 got close enough, he suddenly transformed into Diamondhead. The sudden transformation caught Aizen off guard, allowing the Petrosapien to punch Aizen right in the face. But while the blow knocked Aizen's head back, it didn't do much damage.

"That was…" But Aizen didn't get to finish as Ben transformed into Stinkfly and coated him with green slime. Aizen was about to attack again but then Stinkfly shifted into Heatblast and pelted a fireball at the coated Shinigami. Aizen exploded from the attack. At first Ichigo hoped that might have gotten him but Aizen stepped out, the Hogyoku already healing whatever burns he might have gotten.

"Instantly changing from one alien to another?" Aizen asked. "I don't recall you having that sort of ability." But then he realized Ben wasn't there.

Suddenly a giant pair of arms shot out of the ground where Aizen was standing and pulled him underneath, burying the creep up to his head. Armodrillo then emerged from the ground and transformed into Water Hazard, spraying Aizen's face with boiling hot water. Then he transformed into Echo Echo, created ten copies of himself, and proceeded in blasting Aizen with a Wall of Sound. And to follow through, Ben became Shocksquatch again, electrifying his soaked adversary.

Shocksquatch thought of all the people Aizen had hurt. The many people of Soul Society, his own Arrancar, Orihime…and the more he thought about, the angrier he got. He wasn't going to let up his attack for a second. Ben was going to crush Aizen to the ground right here, right now!

He transformed into Articguana, blasting Aizen with an ice beam and leaving him completely frozen. And now it was time for the kicker. Ben now transformed into Way Big. Ichigo, the only one who hadn't witnessed _this _transformation, stared in wide-eyed, open-mouthed shock as the giant alien towered over all of them. As he had done with Ayon, Way Big stomped down on Aizen. He never let up, stomping Aizen numerous times and with so much fury that all present fell to the ground by the sheer tremors of his foot. But Way Big didn't stop there. Once he was done stomping, he began to furiously punch the ground now. His blows were creating a massive crater in the ground now, and were possibly making an earthquake in the process.

"It ends here, Aizen!" He took a step or two back from where he had stomped Aizen and crossed his wrists together, with his right forearm vertical and left forearm horizontal in front of it and the thumb edge of his hands facing his body. "This is for all the people who've suffered because of you!"

A powerful beam of green energy fired from his arms, striking Aizen head on. Aizen and the surrounding area were engulfed in the beam. The resulting shockwave was powerful enough to send Ichigo flying back, smacking into some rubble that had been behind him. He struggled with all his might not to get flung back again.

Gin had managed, with effort, not to get blown off his feet like Ichigo had. He simply stood there, watching to see what would happen next.

Once Way Big had finally ended his assault, he changed into NRG. While he hoped Aizen had been taken out with that blast, he wasn't leaving anything to chance with this guy. Plus, he had seen what Aizen did to Komamura's giant so it wasn't a good idea to stay as Way Big for long. Besides, even if Aizen destroyed his armor, he'd just free NRG's real body and that would work in Ben's favor.

"Rikujōkōrō."

NRG was suddenly struck by those annoying beams of light, making him unable to move.

"Sajō Sabaku."

NRG's body was now wrapped in the same energy rope that Aizen had been bound by not too long ago. He struggled to move but found himself falling to his side.

"I have a feeling that even those Kido won't hold you for long. But they should serve their purpose."

NRG was unable to move but he could easily tell who it was. Aizen! Had his attacks done absolutely nothing?!

"I have to commend you, Ben Tennyson," Aizen said. His body was scorched and broken but yet he managed to get himself right back up. His wounds were already starting to heal and it seemed his body was slowly starting to change again. But first it would have to recover from the wounds inflicted on him. "I assume the reason you can change your forms so quickly is because of the Master Control Eon mentioned. A pity you did not have access to it before my evolution. Perhaps then…you would have stood a chance."

"Aizen…" NRG growled.

Ichigo felt despair wash all over him. Ben was their only chance at winning. If not even he could save the day…what hope was there?

"I won't kill you," Aizen said to NRG. Behind the transformed Shinigami a door similar to the one from Orihime's room appeared and opened. Gin and Aizen started walking towards it. "That can wait…until all is said and done."

"Aizeeeeeeen!" NRG roared as the two walked into the door. His anger caused his armor to shine red with intense heat. And the heat was too much for the Kido spells, which exploded. NRG got back up and saw that Aizen gone. "Aaaaaaaaaah!"

"Calm down, Ben," Paradox said.

"Calm down? _Calm down?!_" NRG calmly. " Even though I have the Master Control, Aizen just shrugs off whatever I throw at him! And now he's going to kill thousands of people to make that stupid key! How am I supposed to calm down?!"

"You can still win this," Paradox told him.

"How?" NRG demanded. "What alien do I have that could possibly beat him? I don't think anything short of Alien X can stop him and what are the chances of that working?"

"You won't need Alien X to stop Aizen," Paradox said. "I can personally think of two aliens that stand a chance against him."

"Oh, really?" NRG asked. "Mind sharing who?"

"Oh this situation is no different than when you fought Psyphon after he gained the power of a dwarf star," Paradox said cryptically. "And…there's a reason I told Urahara about Feedback."

"Feedback?" NRG asked with surprise. "Come to think of it, _why _did you mention Feedback to him?"

"Why don't you change into him and I'll show you," Paradox said with a smile.

Not knowing what Paradox was planning, NRG nonetheless changed into Feedback. "So what now, professor?"

"Conductoids are able to absorb any kind of energy, including reishi," Paradox said. "And this entire fake construct is composed of it."

Ichigo and Feedback's eye(s) widened at Paradox's words. Was he saying what they thought he was saying?

"Do you mean I should absorb the town itself?" Feedback asked. "Can I do that?"

"Of course," Paradox said pleasantly.

"What of side-effects?" Azmuth asked. "This reishi doesn't exist in our universe and we have no idea what could happen if he absorbs so much of it." Azmuth stroked his whiskers. "Also, I'm curious about how this "spirit" energy works. How can energy be spiritual in the first place?"

"That's a discussion for another time," Paradox said to him before looking at the Conductoid. "Ready, Ben?"

Feedback nodded. "Ready."

"Just remember what I said, Ben, and you'll do fine," Paradox told him. "Now go for it!"

Feedback nodded again, raising his hands and antennae, and then started focusing. Almost instantly he could feel the power going into him. He added more concentration. Feedback had never absorbed this much energy before. He hoped it didn't overload him.

Ichigo watched in awe as the fake buildings, even the destroyed ones, started breaking down into the energy they were composed of and the energy flew towards Feedback.

"Come on," Feedback told himself as he tried harder. "Come on!"

Ichigo looked to see more buildings starting to break down into pure energy and going into Feedback.

"You can do it, Ben," Paradox encouraged. "Just focus a little harder."

"I'm trying!" Feedback snapped at him. "I've never tried to absorb this much energy before."

Ichigo felt so helpless. His friend was trying to so hard to stop Aizen and here he was, cowering in despair.

"What are you doing, sitting around for?" Ichigo turned to see his father standing and walking towards him. But it looked like it was considerable effort on his part. Ichigo quickly got over and helped his father upright. "Your friend's trying to save the people you care about, how about you carry your own weight?"

"Dad?" Ichigo wondered what he was saying.

"Paradox," Isshin addressed the Time Walker. "Ichigo and I will go on ahead. We'll see you on the other side."

Paradox nodded and there was something…knowing in his eyes. "We'll see you there."

Isshin looked back at Ichigo. "Well?"

Ichigo didn't know what to think. On the one hand, what could they do against Aizen? But on the other hand, Ben wasn't willing to give up so why should he? He looked at his father with a determined look in his eyes. "I'm going."

Isshin grinned at him. "Let's go." He created a door similar to the one Aizen made and the two went in. As the door closed and vanished, Paradox and Azmuth looked back over at Feedback. More and more buildings were being broken down and absorbed by the Conductoid. Feedback could feel the power running through his body and it was incredible. He had never felt anything like this before, even during that little training thing in Urahara's shop. It was amazing!

"A little more!" Feedback said. "This won't be enough to stop Aizen! I need more!"

Azmuth looked and wondered if the buildings miles away were starting to get affected. Could Feedback really hold in this much energy? Paradox obviously knew something he didn't. And considering Azmuth knew little to nothing about this universe, that said a lot.

Feedback was getting frustrated with himself. He couldn't beat Aizen with this meager amount of energy, could he?

"Give me the power I need!" he yelled in frustration and started putting everything he had into it.

As if that was it, more buildings in the fake Karakura Town began breaking down. Fences, telephone poles, everything was being reverted into pure energy.

"Yeah!" Feedback cheered as the energy flew into him. "I have the power!"

"Can he really absorb so much energy?" Azmuth asked.

Paradox said nothing, simply watching.

"Aw, yeaaaaaaaaaaah!" Feedback cried as the energy poured into him. His body was actually glowing.

"How do you feel?" Azmuth asked, concerned for the boy.

"I feel awesome!" Feedback replied. He grinned at Paradox. "I'm ready!"

Paradox nodded. "Yes, yes you are." He grabbed Ben. "Let's be on our way."

And with that, Feedback, Paradox, and Azmuth disappeared from the now thoroughly-destroyed fake town. When the blue flash was gone, Feedback found himself in what he knew was the real Karakura Town. "Where's Aizen?"

"Ben Tennyson?"

Feedback turned to see Aizen and Gin approaching him. It seemed Aizen's body hadn't fully recovered from the blows Ben had dealt to him. Feedback got some satisfaction at seeing Aizen still recovering.

"So you have come to face me again," Aizen said. "I half-expected you to arrive here as Alien X."

Feedback sneered. So Aizen was confident enough to take on Alien X? "No need. Feedback is more than enough."

"Feedback?" Aizen asked curiously. "Ah, yes. Eon told me about this one as well. He said it had been one of your favorites when you were younger."

"And it still is," Feedback grinned as he raised his fists. "Ready for another round?"

Aizen just smiled at him. "Interesting. You intend to face me with just Feedback? I understand that he's your favorite alien but if your other aliens couldn't stop me, what makes you think…"

But suddenly Feedback appeared right in front of Aizen and slammed a power-packed punch right into the surprised ex-captain's face. The blow sent Aizen flying back down the road.

Feedback blinked in surprise. "How…how'd I do that?"

"It seems the reishi you've absorbed had some side-effects after all," Paradox said, a smile still on his face. "Seems your physical abilities have increased."

Azmuth frowned. He had a feeling Paradox knew this would happen.

Feedback grinned. "This. Is. Awesome!"

Aizen started approaching them again. "I didn't expect that. Eon told me that Feedback specialized in absorbing energy, but he never mentioned the energy affecting Feedback personally. How curious. But that won't be enough to stop me." He swung his blade at Feedback…only for Feedback to grab his blade before he could connect. Aizen's eyes widened.

Feedback's grin grew. He pulled his other fist back and punched Aizen right in the face. A sickening crack told Feedback that he just broke Aizen's nose. He punched again and the blow knocked Aizen to the ground. Feedback would have loved to take the sword from Aizen but it seemed stuck to his hand. Aizen started getting up and Feedback kicked him under his chin, knocking Aizen flat on his back.

Aizen slowly started picking himself up. "Was that your best attempt?" he asked. "Do you honestly believe you can defeat me with brute force?"

Feedback kept the grin on his face. "We'll see." He raised his hands and antennae at Aizen. Instead of the normal electricity he fired beams of energy, piercing Aizen through the chest. Aizen fell to his knees. Aizen gazed down at his wound, already starting to close up. Feedback narrowed his eye at the Hogyoku in his chest. Of course! Why didn't he think of it before? If he took the Hogyoku out of Aizen's chest, he'd lose his powers! At least, Feedback hoped so. He zoomed at Aizen again but this time Aizen blocked him.

"You've gotten slower," Aizen noticed. "Could it be because you lost some of your energy?"

Feedback just smirked at him. "No worries." He fired beams at point blank range at Aizen's chest. Aizen grunted in pain at the blasts blew holes in his body. Feedback knew that it was probably cruel of him to do this but… Feedback blew Aizen's right arm clean off his body. Aizen's eyes widened at seeing his sword arm (plus the sword) fall to the ground. He was about to make a move for it but then Professor Paradox picked the arm and sword up.

"You don't mind if I borrow this, do you?" Paradox asked Aizen. He looked at Aizen's arm and the sword attached to it. "Rather disgusting, isn't it?"

"Damn…you," Aizen cursed Paradox.

Feedback could feel the power leaving him so he began absorbing reishi out of the air through his antenna. Aizen noticed this.

"I see," he said in between pants. "What a useful alien…Feedback is. But simply absorbing energy…will not be enough…to stop me."

Feedback grinned. "But if I take your Hogyoku out, or better yet, _destroy_ it…"

Aizen's eyes widened at his words. He retreated, with Gin in pursuit. Feedback grinned at the sight.

"Oh yeah! What's the matter, Aizen? Running away? I'm the man!"

"Ben?"

Feedback turned to see Matsumoto standing before him. She was taking deep breaths and her forehead was soaked with perspiration.

"Matsumoto?" Feedback asked. He looked at her side. Her flesh was back and Feedback came to appreciate Shinigami healing. "Are you okay?"

"I'm fine," Matsumoto said, though Feedback could see the effort she was making to just stand up.

"What are you doing here?" he asked her.

"I had come to stop Aizen and Gin," Matsumoto said. "But you somehow beat me here."

"Matsumoto leave this to me," Feedback told her gently. "Ichigo will be here soon. I think." He looked around. "Come to think of it, where _is_ Ichigo?"

"He and Isshin had something to do," Paradox said cryptically. "They'll be along shortly."

"Let me guess, something to help beat Aizen?" Feedback asked.

Paradox nodded.

"Then I'll keep Aizen busy till then," Feedback said. "Just need to figure out where he went."

"I can help with that," Matsumoto said. "I can sense their reiatsu and guide you to them."

"Matsumoto, I…" Feedback tried to talk her out of doing this.

"Ben, I need to do this," Matsumoto told him firmly. "Don't try to talk me out of it."

Feedback sighed. "Why?"

Matsumoto looked to the side. "It's…personal."

Feedback frowned. "That Gin guy?"

Matsumoto's eyes widened. "How did you…?"

"Call it a hunch," Feedback replied. "I doubt you'd come all this way, putting so much strain on your body, if it was just for Aizen."

Matsumoto stared down at her feet. "Please…" She asked softly.

Feedback had a feeling she wouldn't listen to reason. "Fine. Let's go."

"We'd better hurry," Matsumoto told him. "I sensed the reiatsu of Ichigo's friends. We can't let Aizen target them."

Feedback nodded sternly. "Right."

* * *

Having taken cover some distance away from Feedback, Gin looked over at Aizen. "Running away like that?" he asked. "That's not like you, Captain Aizen."

"I will admit Ben Tennyson took me by surprise," Aizen said, catching his breath. Already a new right arm was starting to form. "He's managed to take away my Zanpakuto and decided to target the Hogyoku itself. Eon mentioned the boy was known for thinking outside the box. However, once I have achieved a new evolution, not even his favorite alien will be enough to stop me."

"I see," Gin turned his back to Aizen.

Suddenly Gin's blade shot from his sleeve, tearing it in the process, and piercing through Aizen's chest.

"With you wounded like this…it'd be time to finish you off!" Gin declared. He retracted the blade back, causing blood to spill from the wound he left.

"I knew you wanted to kill me," Aizen said, grabbing the open wound with his left hand, the blood dripping through his fingertips. "And I brought you here in full understanding of your intent. Because I had interest in how you would go about trying to take my life." He faced Gin. "But, even in my weakened state, how do you expect to kill me with a mere…"

"I don't," Gin said mysteriously. He held up his Zanpakuto and Aizen noticed a small, almost unnoticeable crack in the blade. "Can you see this? This little crack?" He pointed at Aizen. "I put the missing piece inside you right now, Captain Aizen."

Aizen stared at him. "…_What?_"

"I told you about my Bankai's ability a while back, didn't I?" Gin asked. "Sorry but that was a lie. It doesn't extend as long as I said, and it doesn't move that fast, either. It simply turns to dust for one moment while extending and contracting. And then, on the interior of the blades, a deadly poison capable of breaking down cells is secreted."

Aizen's eyes narrowed.

"Looks like you understand now," Gin said. "During the time between striking your heart and pulling my blade back, I left a tiny sliver of that dust right inside your heart."

Aizen's eyes widened. "Gin…!"

"If you're gonna talk, I suggest ya do it soon," Gin told him. "But then again, no matter how quickly you talk," he put his hand on Aizen's chest, "You're gonna die either way. Korose, Kamishini no Yari!"

"Gin! You bastard!" Aizen cursed him. He could feel his insides already starting to break down due to the poison.

"You're gonna die with a hole in your breast," Gin said with that irritating smile. "Isn't that your long cherished ambition?"

The breaking down of Aizen's body was now visible to the outside. There was now a great gaping hole in his body and it was spreading. The Hogyoku just seemed to stay in the air under its own power as the hole grew. Aizen's left arm was now separating from his neck and head, falling to the side.

Gin saw the Hogyoku, still floating in the air that had once been Aizen's chest. Gin reached out to grab it. As his hand closed around it, Aizen's left hand tried to grab his arm but Gin quickly moved away before Aizen could touch him. Gin checked to see that he had managed to grab the Hoygoku. Sure enough, it was nestled in the palm of his hand. He decided to get going while the going was good.

As for Aizen, his wounded body fell to the ground. "…Gin…" He said weakly. Suddenly he felt something happening to him. Something strange. "Aaaaaahhhh!" A white substance started secreting from where the Hogyoku once resided and now it was starting to engulf his entire body.

Gin got to cover in a different alley. Stopping for the moment, Gin looked at his hand. The poison had gotten on his arm and took a fair chunk out of it but Gin didn't care. All that mattered was the Hogyoku in his palm.

_It's over, _he thought. _With this, it's finally over._

But then Gin felt an incredible amount of power in the distance. He looked out of the alley and saw a massive beam of light shoot up into the sky. And it was from the exact spot he had left Aizen. The light faded, revealing a brand new Aizen. In this form, he had a hole in the center of his chest, with a cross in the middle of it. The form-fitting white robe that enveloped him in his past two forms had lengthened and flared out at the ends. In this form, his irises vanished, as well as his eyebrows and the hair curl that usually hung over his face. There appeared to be a diamond-shaped object embedded in his forehead. He had also gained three sets of butterfly-like wings. Aizen smiled.

"This is my victory, Gin," he said. "The Hogyoku you stole, whether or not it is inside me…is already mine."

The Hogyoku began glowing in Gin's hand. "What…is this…?"

Just then Gin felt a presence behind him and turned to see Aizen standing before him. Aizen raised his hand, ready to strike.

Suddenly a beam shot Aizen right through his chest. He turned, almost with a bored look, to see Feedback and Matsumoto standing nearby.

"A butterfly?" Feedback asked mockingly. "You couldn't go with something more manly?"

Aizen smiled. "Ben Tennyson. So you've come."

The Hogyoku started doing something weird. It seemed to be turning into black threads of energy that left Gin's hand and formed itself back onto Aizen's chest. The hole Feedback had made was already closing. Gin reached to grab it, only for Aizen to grab his arm and rip it right off Gin's body.

"Gin!" Matsumoto cried.

Feedback started firing more energy blasts at Aizen. Despite putting enough holes into Aizen to make Swiss cheese jealous, the guy refused to go down. Feedback wondered if he should shoot Aizen's arms off first and take the Hogyoku afterwards. Aizen almost looked bored at Feedback's attempts. Matsumoto took advantage of the distraction to run to Gin's side. However, Aizen chose to ignore them.

"It's hopeless now," Aizen said. "Your ace in the hole is useless. No matter how much reishi you absorb, you could never hope to defeat me."

Feedback glared. Aizen was right. On his own he had no chance of winning. All he could do now was keep Aizen occupied until Ichigo showed up.

_Oh, this situation is no different than when you fought Psyphon after he gained the power of a Dwarf Star._

Feedback's eye widened as Paradox's words echoed in his head. Was Paradox saying he should use…_him? _Would that be enough though?

"Ben Tennyson," Aizen said facing him again. "Where is Paradox? I would like my Zanpakuto back now."

Feedback was already absorbing more reishi through his antennae as he replied. "You think I'm seriously gonna give you your sword back?"

Aizen studied Feedback's antennae. "How resourceful. You're constantly absorbing the reishi in the air to replenish yourself. But…will it be sufficient?"

Aizen suddenly appeared right in front of Feedback, his hand ready to stab Feedback through. "Let's see if you can stop me in time."

"Growl! Haineko!"

Aizen was suddenly engulfed by the ash form of Matusmoto's blade. Feedback looked at Matsumoto and noticed her tear stained face. Matsumoto made vicious slashing motions with her hilt. Feedback couldn't see but he had a feeling that within her ash cloud, she was making mincemeat out of Aizen. Feedback frowned. Was killing Aizen the only way to stop him? And even if it was, could he be killed thanks to that Hogyoku?

Suddenly the ash exploded, scattering it everywhere. Aizen was revealed to be badly cut up but already the wounds were starting to heal. He looked over at a terror stricken Matsumoto.

"Did you think you could stop me with such a weak attack?" he asked her.

Suddenly Gin's blade shot out and stabbed Aizen right in his forehead. The double traitor hoped that by stabbing Aizen's brain, he might have ended him. His face fell as Aizen proceeded to grab the blade and shatter the part connecting to the tip with one hand. Gin retracted his sword as Aizen yanked the tip out of his forehead.

"You believed that stabbing me in the brain would succeed where stabbing me in the heart failed?" Aizen asked Gin in amusement.

Feedback glared angrily and aimed at Aizen while his back was turned. He tried to align his fingers with the center of Aizen's body where the Hogyoku resided. One good blast would do the trick. Feedback fired beams of energy, stabbing through Aizen's chest and possibly destroying the Hogyoku. But much to Feedback's shock, the Hogyoku simply clinked to the ground and rolled. It didn't look the slightest bit damaged. But Feedback realized that the Hogyoku wasn't in Aizen's chest anymore. He could be beaten now! But just as Feedback was about to follow through with his attack, the Hogyoku suddenly turned into blackness and reformed in Aizen's chest again. "Oh come on!"

"Did you think that taking the Hogyoku out of me would leave me vulnerable?" Aizen asked, facing Feedback again. "That's a clever move. But sadly, it won't work. The Hogyoku is mine whether it is in or outside of me."

Feedback grit his teeth in frustration. If he wounded Aizen, he'd just heal. And if he took the Hogyoku out of Aizen's body, it would just go back. How was he supposed to beat a guy like this? Did he really need to turn into _that guy?_

But then Aizen froze. Feedback blinked, wondering what was stopping him, and realized someone else was here. Feedback turned his head and his jaw dropped.

Standing there was none other than Ichigo but his appearance had changed. He was taller and his hair was longer. Even though his sword Zangetsu still took the form of a daitō with a black blade, the four prongs on the cross guard extended out farther than they previously did, the prongs were also more abstract and slender in appearance. Ichigo's right hand was covered by a black glove, and the chain at the base of Zangetsu's hilt extended out further than before, spiraling up the length of his sleeveless right arm, with the additional portion of the chain hanging down freely from his upper arm. Hefted over his left shoulder was his unconscious father. Feedback, Rangiku, and Gin all stared at Ichigo's new appearance but Aizen simply looked bored as the Substitute Shinigami simply placed his father down.

"Thanks…dad," he said.

"Ichigo?" Feedback asked. "Is that you?"

Ichigo looked off toward the city, closed his eyes for a moment, then gave a small smile as he opened them. "Phew. The others are all safe." He faced Feedback now. "I'm sorry for making you wait, Ben."

Feedback shrugged. "A few seconds ago would've been nice."

Ichigo playfully shrugged. "Well, what can you do?"

"Kurosaki Ichigo." Ichigo looked to face Aizen. "Are you really Kurosaki Ichigo?" Aizen asked.

Ichigo looked over at Gin and Matsumoto, who was right by his side. Ichigo's eyes softened before looking over at Aizen. "What do you mean?"

"If you are really Kurosaki Ichigo," Aizen said. "Then I am disheartened. I don't sense a modicum of reiatsu from you. Even if you were suppressing it, sensing absolutely nothing is impossible." He gave Ichigo what appeared to be a mocking gaze. "You failed at evolution. You failed to grasp the final chance I bestowed upon you."

Ichigo looked back at Gin again and their eyes met. Gin gave a small smile upon seeing the look in Ichigo's eyes. Those were strong eyes, completely different from the look he used to have. Gin knew that he could leave this to Ichigo.

"How unfortunate," Aizen said. "Kurosa-"

"Aizen," Ichigo interrupted him. "Let's change our location. I don't want to fight here."

Aizen was taken aback by Ichigo making such a request of him. "Those are words only a being capable of fighting me can speak. Do not fear. You cannot possibly do any damage to…" But he never got to finish his sentence as suddenly Ichigo was right in front of him, his hand over Aizen's face. Feedback was stunned as Ichigo pushed Aizen away from Karakura Town to some rocky mountain-like area in the distance.

"Wait for me, Ichigo!" Feedback shouted. Paradox had recommended him using _that alien. _There must've been a reason. Firing electricity from his fingertips, Feedback launched himself into the air in a similar manner to Heatblast. And thanks to all that reishi he had absorbed, he was going even faster than usual. He reached the spot where Ichigo and Aizen had landed in no time. Once he landed he noticed that Aizen had crashed to the ground, making a crater. He grinned at Ichigo.

"Nice work!" he said. Ichigo smiled at him.

"You want to fight, Ben? I can do this on my own if you want." Ichigo said that with so much assurance. And Feedback, for some reason, felt that he actually meant what he said. That he could honestly take Aizen on his own.

"What arrogance is this?" Aizen asked as he picked himself up. "You think simply because you could move me, that means you can beat me, Kurosaki Ichigo? And by yourself?!"

Feedback and Ichigo readied themselves for Aizen's next move.

"So what if you took my Zanpakuto?" Aizen asked. "So what if you could move me? That means nothing! You both are nothing compared to me!"

Aizen disappeared and then reappeared beside them, ready to stab Ichigo through with his bare hand. But Ichigo caught Aizen's arm before he could connect. Aizen's eyes widened and Ichigo saw this as a chance to slash him diagonally across his chest. Aizen just stood there in stunned silence.

Feedback grinned as he grabbed Aizen's face and started pumping him with his electricity. Aizen gritted his teeth and angrily pulled away from them.

"You fools!" Aizen roared at them. "Do you think because that'll be enough to defeat me?! Let me crush you now!" He raised his hand. "Seeping crest of turbidity. Arrogant vessel of lunacy! Boil forth and deny! Grow numb and flicker! Disrupt sleep! Crawling queen of iron! Eternally self-destructing doll of mud! Unite! Repulse! Fill with soil and know your own powerlessness!"

The sky appeared to darken as multiple boxes of black energy appeared, each of them topped off with cross-shaped spears, before they started to multiply and enclose themselves upon Ichigo and Feedback. Aizen laughed in triumph.

"A perfectly chanted black coffin by I, the one who has surpassed both Hollow and Shinigami!" he boasted. "A torrent of gravity capable of distorting space-time itself! Beings such as you cannot begin to comprehend it! Kurosaki Ichigo, Ben Tennyson!"

Suddenly the black box seemed to be imploding onto itself. Aizen was trying to figure out what was happening but as the box started to shrink onto itself, he saw what was going on. The energy making up the box was being absorbed by Feedback!

"I can absorb reishi, Aizen!" Feedback said smugly to a stunned Aizen. "Didn't you think I could absorb Kido too?"

"Face it, Aizen," Ichigo said. "You're through!"

Aizen didn't have time to react as Ichigo was suddenly in front of him, slashing in the opposite direction he had done before, now leaving a faint X of blood on Aizen's chest. Before he could counter, Feedback suddenly appeared behind Aizen. Feedback made gun formations with his hands and fired two Cero-like blasts out of his fingertips, blowing both of Aizen's arms off and incinerating his wings. Aizen's eyes widened and he moved up to the mountain nearby. He panted heavily as blood dripped from his arm and wing sockets.

"Nice shot, Ben," Ichigo complimented.

"Are you kidding?" Feedback asked. "That was so cool how you did that slash. Nice little X by the way."

"Well, I didn't really plan on doing that," Ichigo admitted, scratching the back of his head.

"What? No way! Come on, man. You had to have been planning that." Feedback playfully ribbed him.

Aizen trembled with rage. Just because they had landed some hits on him, they were suddenly joking around as if they had already won.

"Are you happy that you've stolen my sword?" Aizen asked. "Are you happy that you've absorbed my Kido? Are you happy that you've injured my body? Abandon your arrogance, humans!"

The strange marking on Aizen's forehead seemed to open a little wider, a white dot now visible, giving it the appearance of an eye. A black substance that looked similar to blood started dripping down Aizen's forehead. Aizen's face started breaking, said being screamed as his body started changing again.

Feedback tensed, realizing that Aizen was "evolving" again. He looked over at Ichigo and noticed that his friend looked as calm as ever. Was Ichigo really so confident in his abilities?

Soon Aizen's new transformation was complete. In this form, Aizen took on a Hollow-like appearance. The diamond shaped eye thing now looked like a vertical black third eye upon the center of the forehead, and his head looked like a blackened, demon-like skull. He had developed three holes running vertically down his chest, the Hogyoku standing at the center of the top hole. His feet became single claws, and his hands and feet were blackened. His butterfly-like wings had changed into a set of six sheet-like wings, with eyes set upon the center, adorned with Hollow-like skulls, and trailing into tendrils. Feedback thought a little of the Highbreed, gazing at Aizen's new form.

"I see," Aizen said. "So you truly will not allow it after all, Hogyoku. For me to be…defeated by mere humans!"

The skull on Aizen's upper right opened its mouth and fired an energy sphere from its mouth toward Ichigo and Feedback.

"Ben?" Ichigo asked.

"Got this!" Feedback raised his hand and absorbed the energy sphere before firing a colossal beam from his antennae. Aizen moved out of the way and the beam completely destroyed the mountain he had been standing on. In fact, it destroyed the whole area around the mountain too. "Whoa!"

"You arrogant fool," Aizen said to Feedback. "Do you think simply absorbing my attacks will save you anymore?" He flew towards the two, slamming into the ground. The shockwave launched Ichigo and Feedback into the air but Aizen grabbed them both by their necks. The skull things created a ring of energy around them.

"Can you hear me, Kurosaki Ichigo? Ben Tennyson?" Aizen asked mockingly. "It is true that you two have given me a challenge thus far but now I am beyond either of you two. The way you are now, neither of you are worth taking in and understanding. You will meet death by my transcendental hand and my killing of you will invoke complete separation from the vulgar existences of Shinigami and Hollow. You both are finished!"

"Finished?" Ichigo asked. "Is that all you've got?"

Feedback merely absorbed the energy ring and grabbed Aizen's arm. Aizen yelled as electricity surged through his body. However, Ichigo seemed unaffected by the attack. Aizen released both of them and stepped back.

"Let's put an end to this, Aizen," Ichigo said. "I'm sick and tired of your logic." Darkness started gathering up around him. "Let me show you…the Final Getsuga Tensho."

Feedback stared at his friend. "Final?" he asked.

Ichigo nodded as darkness started building up around him. Aizen and Feedback were stunned as Ichigo's body began to transform.

"What…is this form?" Aizen asked.

"The Final Getsuga is…" Ichigo explained as his new form began.

"Whoa," Feedback stared in awe.

"When I…become Getsuga."

Ichigo's hair had become waist-length and dark black. Light bluish-gray bandages formed around his body, tightly wrapped around his torso, right arm, and face, ending just beneath his eyes. Black flame-like markings now spread across his chest and wrapped around his left arm, and the remains of a tattered black cloak covered his lower body. A smoky black like substance was being produced from his hair, most of which was focused around his right arm.

"If I use this technique, I will lose all my Shinigami powers," Ichigo explained. "That's why it's called Final."

Feedback's jaw dropped. "Lose your powers?! Ichigo, don't do it! There's got to be another way!"

"I'm sorry, Ben," Ichigo said. "But there is no other way."

"There has to be!" Feedback yelled in frustration. "There's gotta be something I can turn into. You can't just lose your powers!"

Beneath the bandages, Ichigo smiled. "Ben. You've done enough for me. Now it's time for me to return the favor."

"Ichigo, no!" Feedback cried.

Aizen was too stunned, staring at Ichigo, to notice the argument going on. Despite Ichigo becoming this new form, he still couldn't feel anything from the boy. Then a thought came to him. A strange, impossible thought. Was it possible that Kurosaki Ichigo…had evolved to a higher level than him?

"Impossible!" Aizen bellowed. "How can such a thing be?! How can a mere human surpass me?! It is…"

But then Ichigo made his move. A blade of pure black energy formed in his right hand. Aizen froze as Ichigo raised the blade. "Mugetsu."

A massive veil of black spiritual energy erupted upwards and approached Aizen, darkening the sky and creating a massive explosion in the process. The dark energy continued to rise, dissipating into the sky.

Feedback just stared there, his mouth hanging open at the attack he had just witnessed.

"That. Was. So. Awesome!" Feedback cheered. "Oh, man. Ichigo. That was totally wicked! You rock so hard, man!"

Ichigo turned to face his friend, the black bandages starting to break off of him. He gave Ben a smile.

Suddenly something landed nearby. Feedback turned his head and gazed in horror at seeing Aizen. The guy had lost his Hollow features but he was still very much alive. And his body was once again regenerating.

"It can't be!" Feedback cried.

"Still regenerating?" Ichigo asked. He was about to attack again when suddenly his hair was back to its normal orange. And all the features he had gained with the Final Getsuga vanished as well. Ichigo started falling, only managing to catch himself just in time.

Aizen got to his feet and smirked down at Ichigo. "You've lost, Kurosaki Ichigo."

Feedback couldn't believe it. Even after Ichigo had sacrificed his own powers to defeat Aizen…the bastard refused to die! Feedback clenched his fists angrily. He wouldn't let Ichigo's sacrifice be in vain. And he knew what to do.

"Aizen!" He yelled, drawing Aizen's attention onto him. "I'm ending this once and for all!"

Aizen laughed. "And how do you intend to beat me? Will you finally become Alien X? Even _he _is no longer a threat to my power."

Feedback smirked. "I don't need Alien X to beat you!" In a flash of green light, Feedback transformed into something new. Ben was now a green-skinned, ogre-like alien with a dark green metal cage helmet on his head. The metal helmet had two horns protruding from the sides of it. The cage's door had five bars, three of which were in the center of the door. There was a lock in the very center of the door staying on the right half. Connected to this cage was his armor, which wrapped around his shoulders and went halfway down his chest. The armor was connected to his pants by chains. His pants were a simple pair of black underpants, with a metal waistline matching the color of his armor. His arms were long and misshapen, with weed like spikes coming out of them and his fingertips were pointy. He also had a visible belly button. The glow from his green eyes could be seen through his helmet's bars.

Aizen started laughing at this new transformation. "_This?" _he asked. _"This is what you intend to use to stop me? What joke of an alien is this?!"_

"Toepick," the creature said in a deep, growling voice.

Aizen paused at hearing that name. "Toepick? Eon never mentioned a Toepick."

Toepick chuckled, and for some reason, Aizen felt a shiver run down his spine. "Here's probably why."

The cage on Toepick's head opened up and Aizen could see his face. Horror. Sheer unspeakable horror. The sight made Aizen's hair turn whiter than snow and his skin paler then Ulquiorra's.

"AAAAAAAAAAAAAH!" Aizen took a step back, falling flat on his butt, and tried crawling away from Toepick as the alien advanced closer. "STAY AWAY FROM ME! NO! NOOOOOOO! AAAAAAAAAHHHHH!"

Ichigo stared in wonder as Aizen was reduced to a screaming mess by this strange and rather unimpressive looking alien. Was Toepick's face really so terrifying to look at? Ichigo decided he was better off not knowing.

"How does it feel, Aizen?" Toepick growled at him. "How does it feel to be helpless and scared? 'Cause this is the same way all the people you've hurt felt! How does it feel, Aizen? HOW DOES IT FEEL?!"

"LEAVE ME ALONE!" Aizen wailed as he was backed up against a boulder. "DON'T COME ANY CLOSER!"

Suddenly a beam of light burst out of Aizen's chest. Both he and Toepick were caught off guard by this.

"WH-WHAT IS THIS?!" Aizen cried to Toepick. "MORE OF YOUR TRICKS?! MAKE IT STOP!" More beams of light started appearing out of his chest.

"It…wasn't one of mine," Toepick admitted, wondering what was going on.

"That was my doing."

Toepick turned, closing his face in the process, to see Urahara walking up to them. "Urahara! You're alright!"

Urahara smiled at him. "I am. And I must admit that is a very impressive form, Ben. The fact that it made Aizen scream like a little girl makes it an instant winner."

"Urahara Kisuke!" Aizen glared at him, but he was still so frightened of Toepick that he flinched when the ogre-like alien turned to face him.

"That Kido," Urahara said, "Was hidden in another Kido that was sent into your body just before you achieved a complete transformation. Where you had your guard down the most."

Aizen's eyes widened. Was Urahara referring to when he attacked Aizen with all those Kido? "Back then?!"

"That is the 'seal,'" Urahara confirmed. "Thinking that it would be pretty much impossible to kill you once you fused with the Hogyoku, I developed a new Kido in order to seal you."

Suddenly the Hollowish parts that remained on Aizens' body started to shatter. "What…what is this?! My power…all my power I had acquired. It's disappearing!"

"That is the will…of the Hogyoku," Urahara said.

Aizen stared at him. "The reason the seal I shot in back then has finally activated now…is because your power has weakened." Urahara looked at him. "The fact that you were being beaten by these two, and then being reduced to a blubbering mass…has caused the Hogyoku to reject you as its master."

"How can that be?" Aizen asked. "How can…that be…" Beams of light resembling crosses started jutting out of his back. "Urahara Kisuke! I despise you! Why does a man of your intellect sit idly by? Why…why do you allow yourself to be controlled by that _thing_?!"

"That _thing_?" Urahara repeated. "You mean the Soul King? Oh. You saw it?"

Toepick looked at Urahara curiously. Aizen's eyes narrowed at him.

"Without the existence of the Soul King, Soul Society will split," Urahara replied. "The Soul King is the linchpin. If the linchpin is lost then it will all easily crumble. That's the way the world is."

"That's the logic of a loser!" Aizen yelled as his body was becoming encased. "A winner must always think not of how the world is, but how the world should be! I-"

But Aizen never got to finish his sentence. His body was sealed up in a star-like barrier, which hovered in the air. Ichigo closed his eyes and Toepick changed back to normal.

"Is it over?" he asked.

"Yes, Ben."

Ben turned to see Professor Paradox and Azmuth walking towards him. In Paradox's hands was none other than Kyoka Suigetsu, minus the arm that had once held it.

"As usual, you continue to impress me with your exploits," Azmuth said. "Well done, Ben Tennyson."

Ben looked at his feet. "I didn't really do much."

"Didn't really do much?" Ichigo asked in surprise.

Ben turned to face Paradox. "Paradox, would Aizen have been sealed even if I never came to this universe?"

Paradox said nothing and Ben had a feeling that he was right.

"So Ichigo still would have lost his powers and Aizen would have still become immortal even if I had never showed up here?" Ben asked.

Paradox nodded his head.

"Then did me being here change anything?!" Ben asked feeling so…let down at himself.

"Oh, trust me, Ben," Paradox said softly. "You being here did change things. Though not in the way you may have imagined."

Ben snorted as he put his hands in his pockets and kicked the ground. "You'd think I could have at least prevented Ichigo from losing his powers."

"There was nothing you could have done," Azmuth said sadly. "That Hogyoku device refused to let Aizen die. He could be overpowered…but not truly defeated."

Ben glared at the sealed Aizen. "Sure wish there _was_ a black hole I could chuck him into. All those people he's hurt. All those lives he's ruined. I hate him as much as Vilgax."

Paradox put a hand on Ben's shoulder. "I know, Ben. I know."

Ben's glare never left as he looked up at Aizen's sealed state. "At least he can't hurt anyone anymore. Just wish I could have done more."

"Well, at least you made Aizen scream and beg," Urahara pointed out encouragingly.

Ben shrugged. "Yeah. That was pretty cool, wasn't it?"

Ichigo grinned at him. "It was. Remind me never to tick you off in case you decide to go Toepick on me."

Ben, Ichigo, Urahara, Paradox, and even Azmuth got a good laugh out of that one. Although the victory had been costly, they had won. And for now, that was more than enough.

But unknown to our heroes, somebody else had been watching the entire time.

"How pathetic, Aizen," Eon said. "I warned you and you refused to listen. Now you have paid the price." He chuckled. "Don't worry, my friend. I'll put you out of your misery soon enough."

**End of Chapter**

**Well, everyone. There we go. The final battle is over. I'm sure some of you were probably disappointed in not seeing Alien X kick butt. And I'm sure most of you were bummed that Ichigo still lost his powers and Aizen simply got sealed away. Oh, but the story's not over yet! We still have one more chapter to go and I still have a few more tricks left.**

**Now, some of you are hoping for Ben to appear in the Fullbring arc. I'm not saying that's a bad idea. But...well I can't really think of any particular reason to drag Ben into that one. And like I said in a previous A/N, if Ben were to fight any of the Fullbringers, he'd kick their butts easily since he's got aliens that could counter their powers. And...well part of me feels that the events here are ones that should happen since Ichigo gets his powers back. Besides, Ichigo will have somebody else to help him in Ben's place. I won't give any spoilers but the Epilogue should provide answers. Though to be honest, I think it was pointless of Kubo to give Ichigo a Fullbring only to lose it. Some people recommended Ben get a Fullbring but due to exactly HOW Fullbringers get their powers, I don't see that as being possible.**

**So see you in the conclusion of Bleach: Omniverse. Epilogue: Homeward Bound. See you then!**


	13. Epilogue: Homeward Bound

**Disclaimer: Ben 10 and Bleach do not belong to me**

**Special thanks to Kamen Rider Chrome and Pyromania101.**

**Epilogue: Homeward Bound**

Ben and Ichigo just sat there, thinking over everything that had recently taken place. Aizen's sealed form had been taken away by Shinigami officials, who treated Ichigo and Ben with awe over having defeated Aizen. Right now the Shinigami were preparing to switch the fake Karakura Town back with the real one. Ben was relieved that Aizen failed in his plans, and yet…why didn't it feel like a complete victory?

"Still beating yourself up, Tennyson-san?"

Ben and Ichigo looked over to see Urahara approaching them. Professor Paradox had gone off to do who knew what, accompanied by Azmuth.

Ben gave a half-hearted shrug as he looked at the ground. Ichigo could see that Ben blamed himself for the loss of Ichigo's powers.

"I don't think there was anything that could have been done," Ichigo told him softly. "No matter what form we took or how strong we became."

"I guess," Ben muttered, not taking his eyes off the ground.

Ichigo sighed. "Well, we can let this loss define us from now on…or we can learn from it."

Ben lifted his head after hearing Ichigo use his own words against him. Ichigo grinned at him and Ben gave a small smile back.

"I know," he acknowledged. "It's just…I wish I had at least made a difference."

Urahara smiled. "I think you _did _make a difference, Tennyson-san. More than you know."

Ben rolled his eyes. "No cryptic stuff, Urahara. I'm really not in the mood right now."

Urahara just chuckled.

"So," Ben said, trying to change the topic. "Did you really expect Aizen's power to weaken?"

Urahara shrugged. "Aizen overestimating the Hogyoku's powers was part of my gamble." He made a face at Ben now. "However, I'm a little insulted that you would refer to it as a simple 'wish-granting object'."

Ben laughed and soon Urahara joined in with him. Urahara then noticed Ichigo, gazing off with a contemplative look on his face. "Something on your mind, Kurosaki-san?"

Ichigo looked off into the distance. "Was Aizen really…rejected by the Hogyoku?"

Ben raised an eyebrow. "What do you mean, Ichigo?"

"My dad explained to me about how the Hogyoku takes in the "hearts" of its surroundings and then materializes them. But if that's so, then maybe Aizen wished himself that he would lose his power."

Ben scratched his head. "How do you figure that one?"

"Well, I can't say for sure," Ichigo admitted. "But maybe…if his power was on a level of its own the moment he was born, then maybe he was just always searching for someone who was standing at the same viewpoint as he was. And then maybe from the moment he gave up on that, he just kept wishing somewhere in his heart that he could be 'just a Shinigami.'"

Ben looked at the ground again. "Maybe, Ichigo. Maybe. But…that's no excuse for the things he did."

Ichigo closed his eyes. "Yeah."

"Ku…Kurosaki-kun?"

Ben and Ichigo turned to see Orihime, Uryu, Rukia, Chad, and Renji standing there. Although Orihime's white dress was slightly torn and the others were bandaged up, they looked okay.

"Guys!" Ben beamed happily. "You're alright!"

"What are you all doing here?" Ichigo asked though he too was happy to see them again. He noticed their wounded states. "Is it okay for you all to be up like this?"

Rukia crossed her arms. "That's my line."

Orihime's eyes started tearing up and she looked like she trying so hard not to cry. "I…I knew it was you," she blubbered. "Your hair was longer…so I thought I thought maybe I was seeing things. Good…good…"

Ben smiled softly, remembering that Orihime had feelings for Ichigo. He was glad that she was alright. Ichigo smiled too.

"Geez, what a face you're making, Inoue!" he said to her. "I know my hair's a mess though."

Ben was about to comment on Ichigo's hair when his friend suddenly fell to the ground. Everyone was at his side immediately.

"Ichigo!" Ben, Renji, Chad, and Rukia cried.

"Kurosaki-kun!" Orihime screamed.

"Kurosaki!" Uryu shouted.

Ichigo looked like he was in serious pain. He let out an agonized wail that made all their blood run cold. And then he lost consciousness. Everyone started screaming his name again.

"Everyone, please be calm," said Urahara, stopping Orihime, who had her hands stretched out, ready to use Souten Kisshun. He saw her extremely troubled gaze and nodded to her, turning to the rest. "Kurosaki is fine. What happened just now does not endanger his life."

Chad let out a breath of relief upon hearing those words and lifted Ichigo, so that he might sleep facing up. His body, though unconscious, continued to convulse, and he let out a painful groan.

"What exactly happened to Ichigo?" asked Rukia, frowning at Ichigo's pained state.

"In order to defeat Aizen, he used the Final Getsuga Tensho," Ben said, looking guilty once again.

"…Final?" asked Uryu.

Urahara calmly closed his eyes, and slowly sighed. "It is a technique called 'Mugetsu,' and using it will cause him to lose all his Shinigami powers… it is such a technique."

At first, everyone seemed to not understand his words. Perhaps unconsciously, they did not want to understand.

A few seconds later, Orihime murmured, "How could this be…!" She immediately collapsed to the floor.

"Shinigami… powers…" Rukia looked as if she had forgotten everything and only stared, unblinking, at Ichigo.

"Are you saying that Kurosaki can no longer be a Shinigami!?" exclaimed Uryuu, as if venting his feelings.

Urahara nodded sadly. "Yes."

"…The bastard!" Renji felt in his heart a tumultuous brew of emotions, that they had no choice but to rely on Ichigo, who wasn't even from Soul Society, that he had to use this kind of technique, and that he was himself so weak.

"Ichigo!" Chad also lowered his head, shaking at his feelings of remorse towards his own weakness.

Urahara waited until everyone had calmed down, and continued, "Kurosaki collapsing means that the first stage of his losing all his powers has begun. With Isshin's help, he trained for three months in the Dangai Precipice World's time-flow, until he attained 'Mugetsu'."

"Three months?!" Renji couldn't help but ask.

Ben was surprised just as well, but now he understood why Ichigo had taken so long to get there while he was fighting Aizen.

"That's why his hair is longer," Uryu said to himself.

Rukia gave Ichigo a comforting glance.

"Right now his body is undergoing the effects of reversed time-flow from the time when he was in the Dangai. It will cause extreme pain and loss of consciousness, but it will not endanger his life," Urahara explained.

"Is there anything that I can do…!" asked Orihime, distraught.

"Unfortunately, no." Urahara shook his head. "There is nothing we can do right now. After the time-flow reversal is complete, Kurosaki's Shinigami powers will disappear. This is the first stage."

"And then what?!" asked Rukia, surprised.

Urahara nodded to her and continued, "As for the second stage, when the rest of his reiatsu stabilizes, he will wake up… and then, his remaining spiritual power will completely vanish."

"If that's the case, Ichigo will…" Chad swallowed.

"Never mind Shinigami and Hollows, he won't even be able to see normal pluses."

Upon hearing Urahara's words, everyone fell together into silence. Being able to see spirits - this was the very essence of Ichigo's existence, something which every single person there understood.

Looking at everyone's pained and gloomy expressions, Urahara said brightly, "Anyway, let's first take him somewhere to get help! Until the first stage is complete, we can't send him home. If his sisters saw him all grown up like this, they would be very surprised!"

"…That's right." Renji was the first to lift his head. "There's no use in us just sitting around and talking. Oi, bring a stretcher here!" he called out to the Fourth Squad members who were about to take apart the town. Two of the closer ones came over with a stretcher. "Take him to get help. Be careful…this is the great hero who captured Aizen!"

"Ah-hem!" Ben cleared his throat. Renji flinched, giving Ben a shaky glance.

"Right. _One _of the great heroes who captured Aizen." Ben nodded in satisfaction.

"Of course!" The two of them replied excitedly and bowed deeply. When they had carefully moved Ichigo's body onto the stretcher, Urahara and Uryu looked up at the same time.

"What's up?" Ben asked them.

"Something's coming!" Urahara said.

"This reiatsu…" Uryu said. "Arrancar!?"

The two talented at sensing reiatsu lifted their heads and gazed upwards. Everyone else followed their example, looking to the sky.

Suddenly in the clear blue sky, figures appeared using sonido, something only Arrancar could use. Everyone readied themselves in case of more trouble. But Ben could just barely make out the figures.

"Hold it!" he shouted. "It's alright. Leave them alone!"

Everyone looked at Ben, dumbfounded.

"Ben, what are you…" Renji was about to ask but Ben glared at him.

"You hurt them and I'll promise you'll regret it."

Everyone gawked at the fact that Ben was defending Arrancar. The figures in the sky launched toward them. When the figures landed, everyone's eyes widened to see Tia Harribel and her Fraccion standing before them. The girls were fully healed and they had somehow regained their arms. Ben simply chalked it off to Hachigen's healing abilities. But then his eyes landed on Harribel.

"Harribel!" He ran to her. The others stood in shock at how happy Ben was to see the Arrancar. Ben stopped just in front of her. "Are you alright?"

Harribel didn't reply at first, simply looking at him. Finally she brought a hand to her chest. "The wounds have closed, but I was told not to put too much strain on myself."

Ben smiled at her. "I'm glad you're okay, Harribel."

"Ben, you know her?" Rukia asked, her mind trying to comprehend this situation.

Ben nodded. "This is Tia Harribel. The Third Espada." Everyone's faces paled and Ben frowned. "Hey, back off! She's not with Aizen anymore so cut her some slack."

"Ben," Renji said. "Why are you…?"

"Because Aizen was using her too so leave her alone!" Ben snapped at them.

Ben's allies and Harribel's Fraccion all stared at the fact that Ben was defending someone who was supposed to be his enemy.

"Ben Tennyson," Harribel said, causing Ben to turn around. "I owe you my life. Thanks to you, my Fraccion and I did not die pointless deaths serving Aizen."

Ben scratched the back of his head. "Oh, I didn't do much. Hachigen was the one who healed you."

Harribel closed her eyes. "He told us how you begged the Gotei 13 to save my life and how you threatened them if they tried to harm us."

"You what?!" the others cried, staring wide-eyed at Ben.

Ben grinned at them. "Yep. Sure did."

"Unbelievable," Rukia muttered. "Are you insane?"

Ben laughed. "What? I'm not one of their Shinigami. They can't tell me what to do."

Ben's friends found a new wave of respect and slight fear at Ben's blunt declaration. Renji and Rukia remembered Ben telling off the Captain-Commander and said Byakuya had a pole stuck up his butt. The boy was crazy. Absolutely crazy.

"Ladies," Harribel addressed her Fraccion. "I believe there was something you wanted to say to Ben Tennyson?"

Apacci and Mila Rose both looked hesitant so Sung-Sun went first. "Ben Tennyson. Although we are not happy with what you put us through, we see now that, compared to what could have happened to us, it was the lesser evil. All in all, you put us out of harm's way and guaranteed Harribel-sama's safety." She bowed her head. "For that, I thank you."

Ben smiled and gave a bow back. "No prob. I could tell you girls weren't bad people. Just misunderstood. Problem is, I doubt the Shinigami would ever believe that."

"Yeah," Apacci looked off to the side. "Thanks."

Mila Rose gave Ben a curt nod. "Thank you, Ben Tennyson."

Rukia and Renji looked at their feet, starting to feel a little guilty. This Harribel woman was not like the Arrancar they had encountered before. With the exception of Nelliel, Peshce, and Donodchakka.

Chad said nothing, simply watching the exchange. He was not one to make judgments about other people, and he had come to respect Ben Tennyson due to everything he had done for Ichigo. If Ben trusted these girls, Chad would respect his judgment.

Uryu's expression was unreadable, simply watching the exchange.

"So," Ben put his hands in his pocket. "So what will you do now?"

"We will be going back to Hueco Mundo," Harribel replied, though she didn't sound thrilled at this.

"What's wrong?" Ben asked.

"Aizen is gone and most of the Espada are dead," Harribel told him. "There will be wars again."

"Wars?" Ben asked.

"Before Aizen came, the Hollows would fight amongst each other for supremacy and power," Harribel explained.

"Just like when you were a Vasto Lorde," Ben realized. Harribel nodded in confirmation.

"Aizen's rule may have been a lie, but at least his power kept unnecessary wars from breaking out again," Harribel said in a bittersweet tone.

Ben sighed , understanding what Harribel was talking about. It reminded him a little of Vilgax. Despite being a ruthless warlord, he was surprisingly civil to the inhabitants of his homeworld. Though Ben doubted _Aizen _had any civility in his whole body. Then Ben got an idea. "You know," he said. "You don't _have _to go back to Hueco Mundo."

Mila Rose scoffed. "Where else could we go? Stay in the living world? The Shinigami would hunt us down!"

"Well…" Ben said, looking at his feet. "If you wanted…you could…that is…"

"Will you spit it out already?!" Apacci barked at him.

"You could always go with me to my universe," Ben suggested, leaving everyone stunned.

"_Your_ universe?" Harribel asked in surprise.

"Yeah," Ben said. "You wouldn't have to worry about Shinigami or Hollows bothering you."

"That doesn't sound like a bad idea," Urahara said. "I'm sure the Gotei 13 wouldn't really mind. I could create gigai that would allow you to live amongst the humans."

"Live amongst the humans?!" Apacci snapped, genuinely appalled at such an idea.

"Apacci," Harribel told her softly and Apacci quickly ended her rant. She looked at Ben. "Thank you for the offer, Ben Tennyson. But I must refuse. We do not belong in your world."

Ben chuckled. "We've got _aliens _all over the place for crying out loud_. _I don't think throwing in a few Arrancar will really make a difference."

"So…this offer? Is it for anyone?"

Everyone turned to see Starrk and Lilynette walking toward them, accompanied by Professor Paradox, Nelliel and…Ulquiorra!

"Starrk?" Harribel was surprised. "You're still alive?"

"Yeah," Starrk nodded. "This professor guy convinced me it wasn't worth serving Aizen…no matter how much of a debt I owed him."

"Nelliel-san!" Orihime smiled.

"Orihime!" The two girls hugged each other happily.

Ben frowned at seeing Ulquiorra. "So…what are _you_ doing here?"

"Aizen-sa…Aizen has been defeated," Ulquiorra said. "I also suffered defeat. Seeing there was no point in resisting against such odds, I am now at your mercy."

Ben blinked. "What happened in Hueco Mundo?"

"It's a long story, Ben," Nelliel replied with sheepish smile, though Ben noticed Orihime and Uryu looking a little uncomfortable. Something big must've happened.

"So…you wish to go to Ben Tennyson's universe?" Harribel asked Starrk and Ulquiorra.

"Not me," Ulquiorra said. "My punishment was already decided. I am to serve as the woman's protector as it was I that forced her to come to Hueco Mundo."

Ben glared angrily at Ulquiorra.

"Who decided that? The captains?" Uryu asked, not feeling comfortable with this guy being around Orihime anymore.

"No," Ulquiorra said. "Professor Paradox."

Everyone looked over at Professor Paradox, who smiled at them.

"I felt it a fitting "punishment" considering it was Ulquiorra's actions that started this whole thing," he explained. "I'm going to sort everything out with Soul Society to make sure."

"And you, Starrk?" Harribel asked the Primera.

"There's nothing for us here," Starrk said. "Figured it might not be too bad getting a brand new start on things."

Lilynette said nothing, looking at her feet instead.

"That is, if the kid's okay with it," Starrk said, looking at Ben now. "I know we kinda got off on the wrong foot, but I wouldn't hold it against you if you don't forgive me."

Ben gave Starrk a smile. "Nah. Everything worked out in the end. Besides, you yourself said you didn't like doing it." He held out his hand. "How about we start over? I'm Ben Tennyson."

"Coyote Starrk," Starrk shook Ben's hand. "Nice to meet you."

"Ben, are you sure it's a good idea letting them go to your universe?" Rukia asked in concern.

"They deserve a second chance, Rukia," Ben said to her before looking back at Starrk."You guys are more than welcome to come along."

Starrk nodded and Lilynette gave a small smile despite herself.

Ben looked over at Harribel. "See? You can come along too if you want."

Harribel's eyes softened. "No. I can't leaving knowing the wars that will take place in Hueco Mundo. I cannot allow them to happen again."

Ben's face fell at hearing this but he understood what she meant.

"Harribel-sama," Sung-Sun said, drawing everyone's attention onto her. "Maybe you should take over as ruler of Hueco Mundo."

"I agree!" Apacci chimed in.

"Please become the new ruler of Hueco Mundo, Harribel-sama," Mila Rose pleaded.

Ben smiled at seeing the devotion Harribel's girls had to her. Harribel lowered her head, calmly regarding her Fraccion as they waited for an answer.

"Hueco Mundo doesn't need a ruler," She said. "A fake sun cannot illuminate the darkness. Hueco Mundo has darkness…and only needs a peaceful darkness."

"I think you'd make a great ruler," Ben said to Harribel. "A better one than Aizen could ever be."

For some reason she didn't understand, Harribel was genuinely touched by his words.

"So," Ben shifted his foot into the ground. "Guess this is goodbye, huh?"

"Yes," Harribel said as she created a Garganta. Already her girls started going into it.

"Once last thing before you go," Ben said. "Something's been on my mind lately. Back when you told me about your past…how come you were so open with me? I mean, I was your enemy at the time."

"You were _Eon's_ enemy," Harribel corrected him. "I never truly saw you as _our _enemy."

Ben blinked. "You didn't? How come?"

"For the same reasons I chose to share my past with you," Harribel said. "Just as you saw me as a good person…I thought the same about you."

Ben stared at her. "You…did?"

Harribel nodded. "I thought that by telling you my past, it would show you that Aizen, or rather who I saw Aizen as, was a lot like you."

Ben made a face at that but he remembered that at the time. Harribel saw Aizen as this really great person who wanted to help Hollows. He understood what she was saying, but he felt a sick at being compared to Aizen.

"While I didn't expect you to betray your Shinigami allies, I hoped you would focus on defeating Eon instead. I was never fond of him and knew his ideals did not match Aizen's," Harribel went on. "But you chose to save my subordinates and myself. The Shinigami would not have spared us. Thank you, Ben Tennyson. For everything."

Ben smiled softly. "You're welcome, Harribel." He held his hand out. "Goodbye."

Harribel took his hand and shook it. "Goodbye, Ben Tennyson." And with that, she walked into the Garganta. She turned to give Ben one last parting glance as the Garganta closed. Ben just stood there, long after the Garganta had closed. He sighed as he lowered his head. He felt a hand on his shoulder and looked to see Urahara beside him.

"It's alright, Tennyson-san. It was her choice after all," he told the wielder of the Omnitrix.

"I know," Ben said half-heartedly.

"Cheer up, Tennyson-san!" Urahara perked up. "There's plenty of fish in the sea! I'm sure you'll find someone new!"

Ben did a double take. "Excuse me?"

Urahara waved his fan in front of him. "It's alright, Tennyson-san. I don't blame you. She was rather beautiful."

Ben blushed as he realized what Urahara was implying. "Hold on! It wasn't…it's not..!"

Hearing chuckling behind him, Ben turned to see the others with looks of amusement on their faces. Rukia and Renji had big grins on their faces, Chad was fighting a smile and Ben could see a little smirk on Uryu's face while he was pushing his glasses up. Orihime had her hands over her mouth and a blush on her face. Even Lilynette was grinning. "Not you guys, too!"

"Oh, Tennyson-kun," Orihime said, looking like she was about to explode with joy. Apparently thinking someone was in love with someone else was a happy moment for her. "Why didn't you tell us?"

"'Cause I don't," Ben said desperately. "I just think she's a good person. That's all."

"Sure you do," Renji said, crossing his arms. "Even though she's an Arrancar, she was pretty sexy." He suddenly yelped when Rukia kicked him. "What was that for?!"

"Nothing," Rukia said, looking off to the side.

Ben grinned at the exchange. He had a feeling there was something going on between those two.

"Ben, you have nothing to be ashamed of," Nelliel said with a smile. "I think it's really sweet."

Ben groaned. "It. Isn't. Like. That."

"I suppose Tennyson-san has a thing for woman with dark skin and large chests," Urahara waved his fan. "Yoruichi-san will be happy to hear that!"

"Don't you dare!" Ben pointed at him. He didn't know what would happen if Yoruichi heard something like that.

"Well…you all seem to be doing well."

Everyone's attention was drawn to see Gin and Matsumoto walking between them. Ben's group's eyes all widened and they reached for their weapons.

"Wait!" Matsumoto pleaded with him. "It's alright. He's surrendered!"

The others froze when they heard this and they looked baffled.

"It's true," Gin said, raised his left hand. "I've surrendered. There's nothing left for me."

Orihime noticed his right arm was gone. She debated whether or not to heal him. She knew all the things he had done but she didn't feel right not healing someone in need.

"Don't bother," Gin said, seeing the look on her face. "Losing my arm was the least I deserve."

Orihime sighed, still wishing she could help a little.

"Ben," Paradox said. "Gin has surrendered…on the conditions that he go to the Null Void."

"The Null Void?" Ben asked in surprise.

"What's the Null Void?" Uryu asked.

"Basically a prison dimension in my universe," Ben said.

"Hold on!" Renji said. "Ichimaru is a traitor to Soul Society. He should face judgment from the Central 46!"

"Would it be such a bad thing for him to be taken to the Null Void?" Paradox said. "Soul Society would never have to deal with him again."

"That's not the point!" Renji argued. "Our laws…our system…"

"We'll worry about that another time," Paradox said. "For now, why don't we check up on Ichigo, shall we?"

Everyone realized what Paradox meant and they eagerly complied, deciding to see how Ichigo was doing. But Ben noticed the saddened look on Nelliel's face.

"What's wrong, Nelliel?"

"I should head back to Hueco Mundo," Nelliel said.

"Do you have to?" Ben asked. He figured she of all people would want to go somewhere else other than

"Pesche and Dondochakka are there," Nelliel said. "I want to be with them."

Ben nodded. "I understand."

"Can you tell Ichigo I said goodbye for me?" She asked.

Ben smiled. "I will."

Nelliel smiled back. "Goodbye, Ben. Take care."

"You too, Nelliel."

"Goodbye, Orihime," Nelliel said to the healer as she created a Garganta.

"Goodbye, Nelliel-san."

"Good-bye all of you." Nelliel said as she stepped into the Garganta. She was still waving when the Garganta closed.

* * *

Back in Hueco Mundo, Harribel and her girls were surveying what remained of Las Noches.

"What a complete mess," said Apacci, looking at the destruction caused to Las Noches by heated battles.

"It seems like everyone used pretty barbaric methods to fight," said Sung-Sun, hiding her mouth behind her sleeve and looking up at the sky. The ceiling had broken in many places, creating a mosaic out of the artificial blue sky of Las Noches and the dark sky of Hueco Mundo beyond.

Harribel stared silently for a moment at the battlefield.

Seeing some movement amongst the rubble, Sung-Sun asked, "Who's there!?"

"Woof!" A small, dog-lie Hollow walked out of the shadows, running towards the four of them.

"You're Yammy's…" Harribel remembered that this tiny little hollow was always by Yammy's side.

"Near here…I can feel the remains of Yammy's reiatsu," said Mila-Rose.

"That fellow Yammy, he's always so absent-minded, and always thinking himself so great, as if!" said Apacci in her usual voice. The other two nodded their agreement.

"What then…that bastard!" she said, kicking up the sand. Apacci hoped that everything would become normal soon. That humans, shinigami, this battle, and contact with Soul Society would all soon be forgotten.

"Che! Have they already discovered…!" murmured Mila-Rose, focusing on the reiatsu signatures around them.

Sung-Sun nodded, frowning. "Hn…there's a group of mid-level hollows congregating in that direction."

"Come girls," Harribel said, heading toward the center of Las Noches. The other three nodded and followed after her.

After five or six steps, Apacci stood still and looked back at the dog Hollow, which was still staring at the four of them. "Hey, little thing! You'll be killed if you stay in a place like this!" She walked over and picked it up, but Kukkapuuro yelped and struggled from her grasp.

Seeing this, Sung-Sun said to her, "Let it go. Don't you understand that it wholly wants to stay here?"

"You're so noisy! I don't need you to tell me. I was planning to let it go!" She put it down and Kukkapuuro happily yelped, wagging its tail.

"You too, also have something that you cannot leave?" Mila-Rose gently petted Kukkapuuro's head, before walking back to Harribel's side with the other two.

Their shadows slowly disappeared. Their footprints also vanished, smoothed out by the wind. All the while, the little dog Hollow watched them leave.

* * *

Harribel was back in her old palace. With the other Espada dead, her girls decided to go exploring their palaces. They always had been curious what the other Espada's palaces were like.

Harribel gazed up at the fake sky and wondered if she should destroy it. They truly did not need a fake sun to illuminate the darkness. As she turned, her eyes landed on something. Curious, she walked over and recognized the item as the wrapped up candy Ben had given her before. Gently she picked it up.

_I don't think you're heartless or a monster._

Harribel noticed that her thoughts wandered to the brave wielder of the Omnitrix as she held the candy in her hand. She shook her head and started for the doors of her palace. But…she never put down the candy.

* * *

10 days after the battle, Aizen was brought before the new Central 46, facing his punishment.

"The judgment will now be decreed!" One judge announced. "Ex-Fifth Division Captain Aizen Sosuke is sentenced to the lowest underground prison level, the 8th Prison 'Muken' for no less than 18,800 years!"

"I see, " Aizen, who was bound to a chair and completely covered in black bonds, said. All but his mouth and left eye were uncovered. "Beings of your caliber decreeing "judgment" on me, is it? I find that somewhat…comical."

The judges were furious. "Traitor! Don't get cocky just because you're immortal! Bind his eyes and mouth at once. Raise his sentence up to 20,000 years."

Aizen's eye and mouth were soon covered up.

* * *

A month soon passed since the climatic "Winter War". There was probably much going on in Soul Society but Ben and his friends weren't really worried about that. The group spent their time in Karakura Town, waiting for Ichigo, who had been placed back into his body, to wake up. Ben chose to stay until Ichigo woke up so that he could say goodbye to his friend.

Urahara had outfitted the Arrancar with gigai to wear amongst the humans, but he didn't want the Arrancar to be completely defenseless so he constructed special gigai that would grant them access to some of their power. Ulquiorra was now staying at Orihime's house. He never complained but it was implied that he was no fan of her cooking. Azmuth spent his time with Urahara, learning all he could about this universe from the brilliant man. The two got along well though some of Urahara's antics did annoy Azmuth.

Gin was staying in Karakura Town as well, waiting to be taken to the Null Void after Ben said his goodbyes. Needless to say that caused quite some uproar. The Central 46 wanted to be the ones who punished Gin but Paradox did some convincing. What exactly happened, no one really knew. But Ben had a feeling Paradox had gotten those guys really mad at him. Having seen Matsumoto and Gin give a longing look to each other as Gin went to the world of the living, Ben had a feeling that he found another pair of would-be lovers.

Speaking of Paradox, he had decided to keep Kyoka Suigetsu. Apparently Zanpakuto were alive and despite being Aizen's blade, Paradox did not hold it accountable for Aizen's own actions. He declared that he would allow Azmuth to take it with him back to his home planet and study it.

In the time waiting for Ichigo to wake up, Isshin had introduced Ben to Ichigo's sisters, Yuzu and Karin. Karin was a tomboy and Yuzu was a sweetie. Ben had a feeling Gwen would just shower Yuzu with affection if they ever met.

Finally the day came when Ichigo awoken. He opened his eyes and found his friends standing around him.

"Kurosaki-kun!" Orihime cried happily.

Ichigo sat up and realized that he was in his own bed. "Eh? Huh? Is this…my house?"

"Yeah," Rukia said. "You've been out cold for almost a month now."

Orihime felt ashamed of herself. "Everyone's so calm. I'm so embarrassed for screaming all by myself."

Ben smiled at Orihime She had it bad for Ichigo. How could the guy not see that?

Ichigo took in Rukia's words. "One month…" Then he realized something. "That's right! My powers!

"Urahara already explained it to them," Ben said.

"Oh. I see." Ichigo closed his eyes. "Yeah. Seems like that's the case. Guess I'll have to give back my Substitute Shinigami badge back."

"The first stage of loss brings intense pain, loss of consciousness, and a reverse flow of time that your body experienced in the precipice world. Your hair has gotten shorter, hasn't it?"

Ichigo looked up at his hair and realized that it was in fact shorter.

"You lost your Shinigami powers at that point," Rukia went on. "Then in the second stage, your remaining reiatsu stabilized, and you woke up. And in due time, the remainder of your spiritual power will completely disappear."

Ichigo had simply looked off to the side as Rukia told him all of this. When he finally looked at the others, all he said was. "Oh…I thought so."

Everyone was surprised by how calm Ichigo was.

"Y…you're not surprised?" Rukia asked.

Ichigo smiled. "Nah. I figured this would happen." He noticed Ben had that same guilt-driven expression he had a month ago. Ben still blamed himself for the loss of Ichigo's powers. "Can I go outside?" he asked.

Once the group made it out, Ichigo took a look around. Sadly, he couldn't sense any spiritual presences anymore. He looked over at Rukia and noticed that even hers was starting to fade away. His powers really were leaving him.

"This is farewell, Ichigo," Rukia said with a sad smile.

Ichigo smiled back. "Seems so."

"What?" Rukia teased. "Don't look so sad. Even if you can no longer see me, I can still see you."

Ichigo scratched his ear. "What? That doesn't make me happy at all! And I wasn't making a sad face either!"

To Ichigo's viewpoint, it looked like Rukia was starting to disappear. "Tell everyone, I give them my best."

"Okay," Rukia said. And this time she couldn't hide the sadness in her voice or her face.

Ichigo gave her a smile as she started to fade completely. "Bye, Rukia." She was completely gone from his vision. "Thank you."

Ben looked over to see Paradox, Gin, Starrk, Lilynette, and Azmuth walking toward him.

"So…time to go, huh?" Ben asked.

Paradox nodded. "It is."

"Can I go and say goodbye to everyone?" Ben asked.

"Don't worry, Ben. We're already here!"

Ben felt his face reddened as a pair of arms wrapped around him from behind as well as two soft mounds pressed up against his back. "Hello, Yoruichi."

Urahara had in fact told Yoruichi about Ben's so called "preference" in women. Needless to say, Yoruichi found all kinds of ways to tease him.

"I'm gonna miss you, Ben," Yoruichi smiled. "You're just as fun to tease as Ichigo."

Ichigo scowled, his own face reddening.

Ben smiled despite himself. "I'll miss you too, Yoruichi."

Yoruichi gave a cat-like grin. "Since I won't be able to tease you anymore…" She gave him a little peck on the cheek. Ben's eyes widened and his face became redder. All present stared in shock at her actions. "Don't worry, though. I wouldn't want to make your girlfriend jealous."

"She's not my girlfriend," Ben muttered under his breath.

"Take care of yourself, Tennyson-san," Urahara said with a wave of his fan.

"Take care, Urahara," Ben said back. "Tell Ururu and Tessai I said bye."

"What about Jinta?" Urahara asked mischievously.

Ben frowned. "No thank you."

Everyone laughed at that one.

Ben looked over at Chad and Uryu. "Take care of yourselves."

Chad nodded and held his hand out. "Thank you for all your help, Ben."

Ben smiled and shook Chad's hand. "No problem, Chad."

"I wish you luck in your own adventures, Tennyson-san," Uryu said, pushing his glasses up.

"Thanks, Uryu."

Orihime was a little tear-eyed at saying goodbye to her dear friend. They probably wouldn't be able to see eachother again. "Good-bye…Tennyson-kun."

Ben couldn't help himself and gave Orihime a big hug. The healer cried softly into his shoulder but Ben didn't mind. "Word of advice," he whispered in her ear as he rubbed her back soothingly. "Ichigo is really, really dense. If you want his attention, you're gonna have to be a little bolder."

Orihime's eyes widened, her cheeks lit up, and she found it hard to say anything. Ben now faced Ichigo. He still hated that he was saying goodbye to the…former Substitute Shinigami. Ben knew what it was like to lose one's powers. He had felt that way when he had lost the Omnitrix. It wasn't fair, he thought, that Ichigo should lose his Shinigami powers while _he _had gotten out relatively unscathed.

"Hey!" Ichigo's shout snapped Ben out of his thoughts. "I don't want to see that look on your face, Ben. I chose to use the Final Getsuga. You didn't make me."

Ben sighed. "I know but…"

"I know I lost my powers and I'll live with it," Ichigo said. "This place still has Chad, Inoue, and Ishida to protect it. But your universe needs you. It needs Ben 10."

Ben sighed again. "Yeah.

Ichigo smiled. "Ben, don't blame yourself. Whatever you do, don't blame yourself."

"Ben," Paradox added. "Like I said, you _have _made a difference here whether you know it or not. I can assure you, that you did."

Ben was about to sigh a third time but quickly stopped himself. No matter how much they said, it looked to him like he had failed. Badly. Sadly, there really was nothing he could do about it. He was tempted to see if he could restore Ichigo's power with Alien X but he had a feeling Serena and Bellicus wouldn't care about restoring a friend's powers. Looks like the only thing he _could _do was…simply say goodbye.

He held out his fist. "Later, Ichigo."

Ichigo, still smiling, gave Ben a fist bump. "Bye, Ben."

"Say bye to your dad and sisters for me!" Ben said. "And by the way, Nelliel wanted me to tell you she said bye!"

"Will do," Ichigo said, figuring that Ben must've been acquainted with them over the month he was out. "And thanks!"

"Ready, everyone?" Paradox asked Starrk, Lilynette, Azmuth, and Gin.

"Ready!" Lilynette cheered, actually looking forward to seeing a whole new universe.

"Ready," Gin said, that creepish smile on his face.

"As I'll ever be," Starrk said lazily.

"Ready when you are, Time Walker." Azmuth replied.

"Splendid!" Paradox beamed. "Let's be on our way!"

The last thing Ben saw was his new friend waving him goodbye before his vision was blinded by Paradox's light. When the light faded, Ben saw that he was back in Bellwood. A face of nostalgia hit him full blast and he realized just how badly he had missed being home. He quickly wiped his eyes against the tears that were starting to form.

"It's good to be home, isn't it?" Azmuth asked with a smile.

"Yeah," Ben admitted once he was done. "It is."

"Speaking of which, I need to get back to my planet. Good luck, Ben Tennyson." Azmuth started to vanish. "And welcome home." He disappeared, taking Kyoka Suigetsu with him.

"I believe it's time for us as well," Paradox said. "I'll leave Gin with the Plumbers and explain the situation to them. They should understand."

"So where does that leave us?" Starrk asked.

"I introduce you guys to my parents," Ben offered. "Gonna have a fun time explaining this to them."

Paradox noticed the sad look on his face. "Come on, Ben. It isn't the end of the world. You have many friends here and plenty of adventures to have."

"Yeah," Ben nodded. "I guess you're right."

"And so, you shall go about saving the universe, making friends and enemies, while believing your adventures in Ichigo's universe have come to an end."

Ben sighed. "Yep. I suppose you're…" He paused. "What do you mean _believe _my adventures there have come to an end?"

Paradox winked at him.

"Paradox!" Ben cried. "Wait!"

But it was too late, Paradox and Gin were gone.

"Does he always do that?" Lilynette asked.

"Usually," Ben grumbled. What did Paradox mean? Would he go back to Ichigo's universe some day? He had a feeling that's what the Time Walker meant. And, to be honest, that's what he hoped.

"Ben!"

Ben turned his head to see Gwen, Kevin, Rook, and Grandpa Max running towards him. Gwen flung herself at her cousin, hugging him tightly.

"Glad to see you again!" she gushed.

"Glad to be back," Ben told her. He and Kevin shared a fist bump.

"Things weren't the same without you, buddy," Kevin said.

"It is good to see that you are alive and well," Rook added. He and Ben shook hands.

"I'll let your parents know you're here, Ben," Max said, hugging his grandson. "I told them you had things to do but they couldn't stop worrying about you."

Ben smiled as he continued hugging his grandpa. "I can't wait to see them again."

It was then that Max noticed Starrk and Lilynette just standing there. "So, Ben. Mind telling us who your friends are?"

Starrk and Lilynette both froze when Max addressed them as Ben's friends. They never really called anyone their friend before nor vice versa. And yet…being called somebody's friend…didn't sound all that bad.

Ben just chuckled as he separated from his grandpa. "You might want to sit down for this one. It's a long story."

* * *

Meanwhile, Aizen just stayed where he was. In the Muken. The lowest prison in all of Soul Society. The worst punishment they could think of for someone who couldn't die. In a sense he should feel honored.

"Well, well, well. Look at the mighty Aizen now."

Aizen looked up, not that he could see, and standing before him was none other than…Eon!

"You're still here?" Aizen asked, slightly curious about the appearance of his former ally. How he was able to speak despite the wrappings was anyone's guess, but it didn't matter. That problem became even more irrelevant as Eon calmly removed the wrappings, freeing Aizen's face.

"I thought it best to wait until Ben Tennyson and Paradox were gone from this universe before I acted," Eon said. He shook his head. "Look at you, Aizen. Once the terror of Soul Society itself, cast down here. Pathetic."

"Have you come to gloat, Eon?" Aizen asked.

"Oh yes. I have come to gloat, you piece of trash! I warned you about letting the boy live and you refused to heed my warnings! You have nothing to blame but your own arrogance!"

"Can this hurry along, Eon?" Aizen asked in boredom.

"Oh, but I'm getting to the best part," Eon said. "Besides, you're not going anywhere anytime soon."

Aizen frowned at him. Eon started pacing back and forth.

"It's sad really," Eon said. "When I first met you, I could tell right away that you were a man of vision. A man who could truly change the world. You had minions, you had power, and you had the Hogyoku. I figured it would be smart to ally myself with you. Once you conquered your world, you could supply me with the stepping stone I needed to take over the multiverse. But the more time I spent with you, the more I had my doubts. You rarely took initiative, deciding to merely sit on the sidelines and let things play out. Your own inactions is what cost you your Espada, your fortress, everything. Did you ever once take the possibility of defeat into consideration? No, I suppose you didn't. You're much like the way I was before the Time War. Thankfully I learned from my mistakes there. Sadly, I cannot say the same for you, Aizen."

Aizen now gave Eon his full attention. "What do you mean?"

Eon smiled wickedly at Aizen before suddenly plunging his hand into Aizen's chest. Aizen's eyes went wide as Eon yanked the Hogyoku out of him.

"You're just like the old me, Aizen," Eon said, looking at the Hogyoku. "Overly relying on little trinkets and none of your own power. Well…that's about to end."

Aizen just stared in absolute shock as the Hogyoku suddenly turned to dust in Eon's hand. "How did you…?"

"Did you think the Hogyoku was immune to time?" Eon asked. "If there was one thing Baraggan was right about…it's that time _is _absolute."

Aizen just sat there, stunned that Eon had managed to destroy the Hogyoku, something that Urahara Kisuke himself was unable to do. Eon turned his back to Aizen.

"I suppose what I'm about to do could be considered a kindness," Eon said. "But since you're no longer immortal…perhaps not."

Fear suddenly clutched the twisted black shape that could be called Aizen's heart. "What are you…?"

Eon spun around, an energy blade in his hand. And he slashed Aizen across the throat. Aizen choked and tried to claw at his throat as blood flowed down his chest, but he couldn't move his arms.

"I have done what nobody else was able to," Eon sneered, deactivating his energy blade. "I killed the great Sosuke Aizen and quite easily too."

"Damn…you!" Aizen managed to gurgle out, glaring at Eon with all the hate he could muster.

"Oh, rest assured, Aizen," Eon said as he started walking away. "I'll take care of this world for you. Only this time…things will be done my way."

Aizen struggled to get up but he couldn't move. He could feel the life slowly seeping away from him as he glared at Eon. He tried to attack, tried to use Kido on him. But even if he still had any of his power, it was too late regardless. Aizen's head sagged and he continued to choke as the crimson life liquid ran down his body. Finally, his head fell forward, he let out a final choking gasp, and was still. Eon, once he was certain Aizen was dead, smirked.

"You've done well for yourself, Ben Tennyson." Eon grinned. "But when next we meet…I will be the winner!"

Eon laughed maniacally as he vanished in a flash of light. All that remained was Aizen's cadaver, the floor stained red with his blood.

**End of Story**

**Well everyone, that concludes the first Volume of Bleach: Omniverse. Bet none of you were expecting that ending did you?**

**Hope you all are happy that Ulquiorra lived. How did he survive? I'll leave that to your imagination. Much more fun that way. And he'll be staying in Karakura as Orihime's protector. Okay, now for the record, I am going to try and make Omniverse an Ichihime pairing while Ultimate Alien will be an Ulquihime pairing.**

**So yeah, Starrk and Lilynette are alive and in Ben's universe, Gin is going to the Null Void but alive, Nelliel has regained her true form permanently, Ulquiorra is alive, and Aizen is dead. Yes, Ichigo still lost his powers but something tells me that there wasn't really much Ben or Ichigo could do otherwise. The Hogyoku DID make Aizen immortal and I doubt Ben could have convinced Bellicus and Serena to help this time around. But, Ben did make some differences in this universe, and they will make big changes in the plans I have. And since Ulquiorra will be in Karakura Town, I'm sure his presence will make a difference in the Fullbring arc.**

**And so will come Volume II: Seventeen months have passed since Ben's adventures in the Bleach universe. Ben hasn't forgotten about his new-found friends, especially a certain Arrancar. But Ben soon finds the Bleachverse needs him again. Hueco Mundo has been conquered, Arrancar are being enslaved, and Harribel has been imprisoned. The culprits are a mysterious group called the Vandenreich and with Soul Society facing invasion, it's up to Ben to save the day!**

**I'll give you guys one little heads up: I plan on disrupting canon in the Thousand Year Blood war arc. How? Now THAT would be telling. But I can tell you that Ben won't be very happy when he finds out what happened to Harribel.**

**Also, I do intend to resume Bleach: Ultimate Alien, don't you fans worry, non. You guys enjoyed the fact that the romance wasn't taking over the story anymore and I'll do my best to keep it that way. **

**As for any more Ben 10 crossovers, I have been advised against restarting Ten Piece. It's been pointed out to me that Ben and Luffy would not get along due to their conflicting views. He's a hero, Luffy's a pirate, there's a lot of things to consider. As such, the story would kind of fall apart if I tried to make that crossover again.**

**What would be another good Ben 10 crossovers in your opinion? For the record, all future Ben 10 crossovers will feature Ben only having access to some of his aliens to make stories more of a challenge. He'll just have access to 10 of his aliens but I'm not sure which aliens for Ben to use. What do you guys think?**

**By the way guys, my Ben 10/Bleach stories aside, I'm wondering what other kind of stories to make. There's that Transformers Prime/Bleach idea I had where Ichigo goes to America after losing his powers and meets Team Prime. As for my Dawn of the Dinobots story, that one might be on a permanent hiatus. I can't think of a way to introduce the Dinobots to the Transformers Prime series. It's harder than I thought.**

**Anyway, take care you guys! I'll see you all in Bleach: Omniverse Volume II! Take care!**


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